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Investments in and Advances to Unconsolidated Joint Ventures
6 Months Ended
Jun. 30, 2016
Investments in and Advances to Unconsolidated Joint Ventures  
Investments in and Advances to Unconsolidated Joint Ventures

 

NOTE 7.  Investments in and Advances to Unconsolidated Joint Ventures

The Company owns interests in the following entities that are accounted for under the equity method at June 30, 2016 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Entity(1)

    

Segment

    

Carrying Amount

    

Ownership%

 

CCRC JV(2)

 

Senior housing

 

$

459,659

 

 

49

 

 

HCRMC(3)

 

Senior housing and post-acute/skilled nursing

 

 

 —

 

 

9

 

 

MBK JV(4)

 

Senior housing

 

 

42,756

 

 

50

 

 

HCP Ventures III, LLC

 

Medical office

 

 

9,370

 

 

30

 

 

HCP Ventures IV, LLC

 

Medical office and hospital

 

 

7,121

 

 

20

 

 

HCP Life Science(5) 

 

Life science

 

 

68,438

 

50

63

 

Vintage Park Development JV

 

Senior housing

 

 

8,593

 

 

85

 

 

MBK Development JV(4)

 

Senior housing

 

 

2,454

 

 

50

 

 

Suburban Properties, LLC

 

Medical office

 

 

4,693

 

 

67

 

 

K&Y(6)

 

Post-acute/skilled nursing

 

 

1,294

 

 

 80

 

 

Advances to unconsolidated joint ventures, net and other

 

 

 

 

563

 

 

 

 

 

 

 

 

 

$

604,941

 

 

 

 

 

 


(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures.

(2)

Includes two unconsolidated joint ventures in a RIDEA structure (CCRC PropCo and CCRC OpCo).

(3)

In December 2014, September 2015 and December 2015, the Company recognized impairment charges of $36 million, $27 million and $19 million, respectively.

(4)

Includes two unconsolidated joint ventures in a RIDEA structure.

(5)

Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

(6)

Includes three unconsolidated joint ventures.

 

The following tables summarize combined financial information for the Company’s equity method investments (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

June 30,

 

December 31,

 

 

 

2016

  

2015

 

Real estate, net

 

$

4,466,964

 

$

4,470,249

 

Goodwill and other assets, net

 

 

4,936,866

 

 

4,935,343

 

Assets held for sale

 

 

67,693

 

 

94,866

 

Total assets

 

$

9,471,523

 

$

9,500,458

 

 

 

 

 

 

 

 

 

Capital lease obligations and mortgage debt

 

$

6,536,106

 

$

6,575,531

 

Accounts payable

 

 

1,161,178

 

 

1,111,350

 

Liabilities and mortgage debt held for sale

 

 

2,373

 

 

6,318

 

Other partners’ capital

 

 

1,123,514

 

 

1,163,501

 

HCP’s capital(1) 

 

 

648,352

 

 

643,758

 

Total liabilities and partners’ capital

 

$

9,471,523

 

$

9,500,458

 


(1)

The combined basis difference of the Company’s investments in these joint ventures of $43 million, as of June 30, 2016, is attributable to goodwill, real estate, capital lease obligations, deferred tax assets and lease-related net intangibles.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

    

2016

  

2015

  

2016

 

2015

 

Total revenues

 

$

1,063,744

 

$

1,122,568

 

$

2,153,655

 

$

2,269,062

 

Income (loss) from discontinued operations

 

 

575

 

 

(11,252)

 

 

2,572

 

 

(13,902)

 

Net loss

 

 

(25,952)

 

 

(21,528)

 

 

(37,966)

 

 

(11,730)

 

HCP’s share of earnings(1) 

 

 

(1,067)

 

 

12,001

 

 

(1,975)

 

 

25,602

 

Fees earned by HCP

 

 

81

 

 

458

 

 

172

 

 

918

 

Distributions received by HCP

 

 

2,698

 

 

2,306

 

 

9,623

 

 

4,487

 


(1)

The Company’s joint venture interest in HCRMC is accounted for using the equity method and results in an elimination of DFL income proportional to HCP’s ownership in HCRMC. The elimination of the respective proportional lease expense at the HCRMC level in substance resulted in $15 million and $30 million of DFL income that was recharacterized to the Company’s share of earnings from HCRMC (equity income from unconsolidated joint ventures) for the three and six months ended June 30, 2015. Beginning in January 2016, income will be recognized only if cash distributions are received from HCRMC; as a result, the Company no longer recharacterizes (eliminates) its proportional ownership share of income from DFLs to equity income (loss) from unconsolidated joint ventures.

 

HCRMC.  The Company concluded that its equity investment in HCRMC was other-than-temporarily impaired as of December 31, 2014, September 30, 2015 and December 31, 2015 and recorded impairment charges of $36 million, $27 million and $19 million, respectively. Beginning in January 2016, equity income is recognized only if cash distributions are received from HCRMC (see Notes 1 and 5).

 

MBK JVs.  On March 30, 2015, the Company and MBK Senior Living (“MBK”), a subsidiary of Mitsui & Co. Ltd, formed a new RIDEA joint venture (“MBK JV”) that owns three senior housing facilities with the Company and MBK each owning a 50% equity interest. MBK manages these communities on behalf of the joint venture. The Company contributed $27 million of cash and MBK contributed the three senior housing facilities with a fair value of $126 million, which were encumbered by $78 million of mortgage debt at closing.

 

On September 25, 2015, the Company and MBK formed a new RIDEA joint venture (“MBK Development JV”), which acquired a $3 million parcel of land for the purpose of developing a 74-unit class A senior housing facility in Santa Rosa, California. The parcel of land is located adjacent to the Oakmont Gardens independent living facility currently owned and operated by the MBK JV.