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/LPs 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. In the Consolidated Statements of Cash Flows, distributions and equity in net income are presented net as cash flows from operating activities. Cumulative distributions received exceeding cumulative equity in earnings represent returns of investments and are classified as cash flows from investing activities in the Consolidated Statements of Cash Flows. At June 30, 2017, we have non-controlling equity investments or commitments in four jointly-owned LLCs/LPs which own MOBs. As of June 30, 2017, we accounted for these LLCs/LPs on an unconsolidated basis pursuant to the equity method since they are not variable interest entities and we do not have a controlling voting interest. The majority of these entities are joint-ventures between us and non-related parties that manage and hold minority ownership interests in the entities. Each entity 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 entities maintain property insurance on the properties. During March, 2017, Arlington Medical Properties, LLC, a formerly jointly-owned limited liability company in which we held an 85% noncontrolling ownership interest, sold the real estate assets of St. Mary’s Professional Office Building (“St. Mary’s”) as part of a series of planned tax deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code. A third party member owned the remaining 15% of Arlington Medical Properties LLC, which we acquired prior to the divestiture of St. Mary’s. The following property table represents the four LLCs in which we own a noncontrolling interest and were accounted for under the equity method as of June 30, 2017: Name of LLC/LP Ownership Property Owned by LLC Suburban Properties 33 % St. Matthews Medical Plaza II Brunswick Associates (a.) 74 % Mid Coast Hospital MOB Grayson Properties (b.) 95 % Texoma Medical Plaza FTX MOB Phase II (c.) 95 % Forney Medical Plaza II (a.) This LLC has a third-party term loan, which is non-recourse to us, of $8.5 million outstanding as of June 30, 2017. (b.) 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 $14.3 million outstanding as of June 30, 2017. (c.) We have committed to invest up to $2.5 million in equity and debt financing, of which $2.1 million has been funded as of June 30, 2017. This LLC has a third-party term loan, which is non-recourse to us, of $5.2 million outstanding as of June 30, 2017. Below are the condensed combined statements of income (unaudited) for the LLCs accounted for under the equity method during the three and six months ended June 30, 2017 and 2016. The six months ended June 30, 2017 include the financial results of Arlington Medical Properties, LLC, through the March 13, 2017 divestiture date. The three and six months ended June 30, 2016, include the financial results of Arlington Medical Properties, LLC for the entire three and six months ended June 30, 2016. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 (amounts in thousands) (amounts in thousands) Revenues $ 2,410 $ 3,925 $ 5,993 $ 7,661 Operating expenses 939 1,343 2,189 2,696 Depreciation and amortization 421 651 1,064 1,264 Interest, net 337 635 899 1,292 Net income $ 713 $ 1,296 $ 1,841 $ 2,409 Our share of net income (a.) $ 498 $ 1,227 $ 1,575 $ 2,286 (a.) Our share of net income for the three months ended June 30, 2016 includes approximately $293,000 of interest income earned by us on an advance made to Arlington Medical Properties, LLC. This advance was repaid to us effective with the previously mentioned Arlington Medical Properties, LLC transaction during March, 2017, therefore there was no interest income earned by us on this advance during the three months ended June 30, 2017. Our share of net income for the six months ended June 30, 2017 and 2016 includes approximately $284,000 and $589,000, respectively, of interest income earned by us on the advance made to Arlington Medical Properties, LLC. Below are the condensed combined balance sheets (unaudited) for the four above-mentioned LLCs that were accounted for under the equity method as of June 30, 2017 and the five LLCs (including Arlington Medical Properties, LLC, which was divested during the first quarter of 2017) that were accounted for under the equity method as of December 31, 2016: June 30, 2017 December 31, 2016 (amounts in thousands) Net property, including CIP $ 33,485 $ 60,970 Other assets 3,735 4,598 Total assets $ 37,220 $ 65,568 Liabilities $ 2,671 $ 3,334 Mortgage notes payable, non-recourse to us 28,082 28,367 Advances payable to us - 21,638 Equity 6,467 12,229 Total liabilities and equity $ 37,220 $ 65,568 Our share of equity in and advances to LLCs reflected as: Investments in LLCs $ 4,718 $ 13,955 Advances to LLCs - 21,638 Investments in and advances to LLCs before amounts included in accrued expenses and other liabilities 4,718 35,593 Amounts included in accrued expenses and other liabilities (1,487 ) (1,862 ) Our share of equity in and advances to LLCs, net $ 3,231 $ 33,731 As of June 30, 2017, and December 31, 2016, 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/LP 6/30/2017 12/31/2016 Maturity Date FTX MOB Phase II $ 5,234 $ 5,301 August, 2017 (b.) Grayson Properties 14,313 14,438 September, 2021 Brunswick Associates 8,535 8,628 December, 2024 $ 28,082 $ 28,367 (a.) All mortgage loans require monthly principal payments through maturity and include a balloon principal payment upon maturity. (b.) Subsequent to June 30, 2017, this loan has been extended to mature on October 1, 2017, at which time it will be refinanced pursuant to: (i) a new or renewed third-party mortgage loan; (ii) a member loan extended from us to the LLC, or; (iii) equity contributions to the LLC by us and the third-party member. Funds required from us to the LLC for either the member loan or our share of an equity contribution would likely be borrowed under our Credit Agreement. Pursuant to the operating and/or partnership agreements of the four LLCs/LPs in which we continue to hold non-controlling ownership interests, the third-party member and/or the Trust, at any time, potentially subject to certain conditions, 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. |