XML 29 R12.htm IDEA: XBRL DOCUMENT v3.3.1.900
Acquisitions, Dispositions and Mortgage Repayments
12 Months Ended
Dec. 31, 2015
Acquisitions and Dispositions and Mortgage Repayments [Abstract]  
Acquisitions, Dispositions and Mortgage Repayments
Acquisitions, Dispositions and Mortgage Repayments
2015 Real Estate Acquisitions
The Company acquired a 110,679 square foot medical office building in San Jose, California for a purchase price of $39.3 million, including cash consideration of $39.1 million and purchase price credits of $0.2 million. The property is located adjacent to two hospital campuses, Kaiser Permanente, a 106-bed hospital, and Washington Hospital Healthcare System, a 353-bed hospital. Upon acquisition, this property was 97% leased, with leases to the two hospitals comprising 59% of the rentable square feet.

The Company acquired a 35,558 square foot medical office property in Seattle, Washington for a purchase price of $14.0 million, including cash consideration of $4.4 million, a purchase price credit of $0.1 million, and the assumption of debt of $9.5 million (excluding a $0.2 million fair value premium recorded upon acquisition). The mortgage note payable assumed by the Company bears a contractual annual interest rate of 5.75% and matures on March 3, 2020. The property is located on the Catholic Health Initiatives campus of Highline Medical Center, a 177-bed general acute care hospital. Upon acquisition, the property was 93% leased, with leases to the hospital comprising 69% of the rentable square feet.

The Company acquired a 52,813 square foot medical office property in Seattle, Washington for a purchase price of $28.0 million, including cash consideration of $18.4 million, purchase price credits of $0.2 million, and the assumption of debt of $9.4 million (excluding a $0.3 million fair value premium recorded upon acquisition). The mortgage note payable assumed by the Company bears a contractual annual interest rate of 5.00% and matures on July 10, 2019. The property is located on the campus of Providence Health's Swedish Medical Center, a 624-bed acute care hospital. Upon acquisition, the property was 100% leased by one tenant whose lease expires in 2023.

The Company acquired 0.4 acres of land and a 7,672 square foot medical office building in Nashville, Tennessee for a purchase price and cash consideration of $2.0 million. The Company intends to demolish the existing medical office building and hold the property for future development.

The Company acquired a 47,508 square foot medical office building in Denver, Colorado for a purchase price of $6.5 million, including cash consideration of $6.2 million and purchase price credits of $0.3 million. The property is located in close proximity to Catholic Health Initiatives' St. Anthony Hospital, a 224-bed acute care hospital. Upon acquisition, the building was 73% leased.

The Company acquired a 33,169 square foot medical office building in Tacoma, Washington for a purchase price of $8.8 million, including cash consideration of $7.5 million and purchase price credits of $1.3 million. The Company recorded an environmental liability at acquisition that is discussed further in Note 16 to the Consolidated Financial Statements. Upon acquisition, this property was 100% leased. As part of this transaction, the Company acquired a neighboring 0.3 acre lot and 12,077 square foot vacant office building that the Company intends to demolish and hold for future development. The buildings are located adjacent to Tacoma General Hospital, a 340-bed hospital owned by MultiCare Health.

The Company acquired a 99,942 square foot medical office building in Oakland, California for a purchase price of $47.0 million, including cash consideration of $43.6 million and purchase price credits of $3.4 million. Upon acquisition, the property was 97% leased.  The building is located on the Sutter Health's Alta Bates Summit Medical Center campus, a 326-bed acute care hospital.

The Company acquired a 60,437 square foot medical office building in Seattle, Washington for a purchase price of $27.6 million, including cash consideration of $27.7 million and purchase price adjustments of $0.1 million. Upon acquisition, the property was 100% leased. The building is located on the UW Medicine's Northwest Hospital and Medical Center campus, a 281-bed general medical and surgical hospital.

The Company exercised its purchase right to acquire 1.15 acres of land associated with its medical office building in Virginia Beach, Virginia for a purchase price and cash consideration of $0.9 million.

The Company acquired a 64,143 square foot medical office building in Minneapolis, Minnesota for a purchase price of $16.0 million, including cash consideration of $6.6 million, purchase price adjustments of $0.1 million, and the assumption of debt of $9.5 million (excluding a $0.1 million fair value discount recorded upon acquisition). The mortgage note payable assumed by the Company bears a contractual annual interest rate of 4.15% and matures September 1, 2024. Upon acquisition, the property was 92% leased. The building is connected to Allina Health's Unity Hospital, a 220-bed general acute care hospital.

The following table details the Company's acquisitions for the twelve months ended December 31, 2015:
(Dollars in millions)
Date
Acquired
 
Purchase Price

 
Purchase Price Adjustments/ (Credits)

 
Mortgage
Notes Payable Assumed
(1)

 
Cash
Consideration
(2)

 
Real
Estate

 
Other (3)

 
Square
Footage

Real estate acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
California
1/15/15
 
$
39.3

 
$
(0.2
)
 
$

 
$
39.1

 
$
39.2

 
$
(0.1
)
 
110,679

Washington
6/26/15
 
14.0

 
(0.1
)
 
(9.5
)
 
4.4

 
13.8

 
0.1

 
35,558

Washington
9/1/15
 
28.0

 
(0.2
)
 
(9.4
)
 
18.4

 
27.8

 

 
52,813

Colorado
9/14/15
 
6.5

 
(0.3
)
 

 
6.2

 
6.3

 
(0.1
)
 
47,508

Washington
10/23/15
 
8.8

 
(1.3
)
 

 
7.5

 
8.6

 
(1.1
)
 
33,169

California
11/3/15
 
47.0

 
(3.4
)
 

 
43.6

 
44.2

 
(0.6
)
 
99,942

Washington
11/18/15
 
27.6

 
0.1

 

 
27.7

 
27.6

 
0.1

 
60,437

Minnesota
12/18/15
 
16.0

 
0.1

 
(9.5
)
 
6.6

 
16.0

 
0.1

 
64,143

Total real estate acquisitions
 
$
187.2

 
$
(5.3
)
 
$
(28.4
)
 
$
153.5

 
$
183.5

 
$
(1.6
)
 
504,249

Land acquisitions
 
 
2.9

 

 

 
2.9

 
2.9

 

 

 
 
 
$
190.1

 
$
(5.3
)
 
$
(28.4
)
 
$
156.4

 
$
186.4

 
$
(1.6
)

504,249


______
(1)
The mortgage notes payable assumed in the acquisitions do not reflect the fair value adjustments totaling $0.4 million recorded by the Company upon acquisition (included in Other).
(2)
Cash consideration excludes prorations of revenue and expense due to/from seller at the time of the acquisition.
(3)
Includes assets acquired, liabilities assumed, intangibles recognized at acquisition and fair value adjustments on debt assumed.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the real estate acquisitions for 2015 as of the acquisition date:
 
Estimated Fair Value

 
Estimated Useful Life

 
(In millions)
 
(In years)
Building
$
153.1

 
25.0-35.0

Land
20.3

 

Intangibles:
 
 
 
At-market lease intangibles
10.1

 
1.9-7.9

Above-market lease intangibles
0.1

 
0.9-4.9

Below-market lease intangibles
(0.5
)
 
1.3-8.3

Below-market ground lease intangibles
0.9

 
46.3-78.5

Total intangibles
10.6

 
 
Mortgage notes payable assumed, including fair value adjustments
(28.8
)
 
 
Other assets acquired
0.5

 
 
Accounts payable, accrued liabilities and other liabilities assumed
(2.2
)
 
 
Total cash paid
$
153.5

 
 




2014 Real Estate Acquisitions
The Company acquired a 152,655 square foot multi-tenanted office building in Iowa in which the Company acquired ownership in satisfaction of a $40.0 million mortgage note receivable that matured on January 10, 2014. The cash flows from the operations of the property were sufficient to pay the Company interest from the maturity date through the date of the transfer of ownership to the Company at the 7.7% fixed interest rate plus an additional 3% of interest for the default interest rate. The Company has accounted for this transaction as a business combination and recorded the acquisition of the property at its estimated fair value based primarily on level three inputs. Upon acquisition, the property was 93% leased with expirations through 2023.

The Company acquired a 200,000 square foot medical office building in Oklahoma for a purchase price of approximately $85.4 million that was 100% leased to Mercy Health, based in Missouri, through 2028 under a single-tenant net lease. The Company funded the development of the facility through a construction mortgage loan of approximately $81.2 million prior to acquisition. Upon purchase the construction mortgage loan was eliminated in the Company's Consolidated Financial Statements. At the closing of the purchase, the outstanding loan balance was credited to the purchase price and the Company paid an additional $4.2 million, including cash consideration of $4.1 million and purchase price credits of $0.1 million. Subsequent to the purchase, the Company funded an additional $5.8 million to complete the $91.2 million development.

The Company acquired 56.9% of a medical office building equating to 48,048 square feet and related land in Texas through an equity interest in a limited liability company for a purchase price of $8.7 million, including purchase price adjustments of $0.1 million and cash consideration of $8.8 million. Based on the nature of the transaction, the Company has accounted for the acquisition as an asset acquisition and has recorded the amounts in real estate assets on the Company's Consolidated Balance Sheet. Upon acquisition, the property was 95% leased with expirations through 2024. The building is adjacent to Ascension Health's Seton Medical Center, a 534-bed hospital.

The Company acquired a 35,292 square foot medical office building located in North Carolina for a purchase price and cash consideration of $6.5 million. Upon acquisition, the property was 100% leased with expirations through 2024. The building is adjacent to Carolinas HealthCare System's Wesley Long Hospital, a 175-bed hospital.

The Company acquired a 60,476 square foot medical office building located in Minnesota for a purchase price of $19.8 million including cash consideration of $9.2 million, purchase price adjustments of $0.8 million, and the assumption of debt of $11.4 million (excluding a $1.0 million fair value premium recorded upon acquisition). The mortgage notes payable assumed by the Company bear a weighted average contractual interest rate of 6.67% with maturities from 2017 to 2040. The property was constructed in 2010 and, upon acquisition, was 100% leased with expirations through 2025. The building is connected to Unity Hospital, a 220-bed hospital operated by Allina Health.

The Company acquired a 47,962 square foot medical office building located in Florida for a purchase price of $7.9 million, including cash consideration of $7.8 million and purchase price credits of $0.1 million. Upon acquisition, the property was 89% leased with expirations through 2019. The building is adjacent to Tampa General Hospital, a 1,018-bed hospital.

The Company acquired a 68,860 square foot medical office building in Oklahoma for a purchase price of $17.5 million, including cash consideration of $10.8 million, purchase price adjustments of $0.1 million, and the assumption of debt of $6.8 million (excluding a $0.4 million fair value premium recorded upon acquisition). The mortgage note payable assumed by the Company bears a contractual interest rate of 6.1% and matures on August 1, 2020. Upon acquisition, the property was 97% leased with expirations through 2027. The building is located on the Norman Regional Healthplex campus, a 152-bed hospital.

The Company acquired a 60,161 square foot medical office building in Washington for a purchase price and cash consideration of $22.7 million. Upon acquisition, the property was 98% leased with expirations through 2021 and is located on the Catholic Health Initiatives' Highline Medical Center campus, a 177-bed hospital.

The following table details the Company's acquisitions for the twelve months ended December 31, 2014:
(Dollars in millions)
Date
Acquired
 
Purchase Price

 
Purchase Price Adjustments/(Credits)

 
Elimination of Mortgage Notes Receivable

 
Mortgage
Notes Payable Assumed
(1)

 
Cash
Consideration
(2)

 
Real
Estate

 
Other (3)

 
Square
Footage

Real estate acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Iowa
3/28/14
 
$

 
$
0.2

 
$
(40.0
)
 
$

 
$

 
$
40.2

 
$
(0.4
)
 
152,655

Oklahoma
5/22/14
 
85.4

 
(0.1
)
 
(81.2
)
 

 
4.1

 
85.4

 
(0.1
)
 
200,000

Texas
6/4/14
 
8.7

 
0.1

 

 

 
8.8

 
8.8

 

 
48,048

North Carolina
6/6/14
 
6.5

 

 

 

 
6.5

 
6.5

 

 
35,292

Minnesota 
7/28/14
 
19.8

 
0.8

 

 
(11.4
)
 
9.2

 
20.9

 
(0.3
)
 
60,476

Florida
9/16/14
 
7.9

 
(0.1
)
 

 

 
7.8

 
7.9

 
(0.1
)
 
47,962

Oklahoma
10/29/14
 
17.5

 
0.1

 

 
(6.8
)
 
10.8

 
17.9

 
(0.3
)
 
68,860

Washington
12/1/14
 
22.7

 

 

 

 
22.7

 
18.9

 
3.8

 
60,161

Total real estate acquisitions
 
$
168.5

 
$
1.0

 
$
(121.2
)
 
$
(18.2
)
 
$
69.9

 
$
206.5

 
$
2.6

 
673,454

______
(1) The mortgage notes payable assumed in the acquisitions do not reflect the fair value adjustments totaling $1.4 million recorded by the Company upon acquisition (included in Other).
(2) Cash consideration excludes non-real estate assets acquired and liabilities assumed in the acquisitions.
(3) Includes intangibles recognized at acquisition and fair value adjustments on debt assumed.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the real estate acquisitions for 2014 as of the acquisition date:
 
Estimated Fair Value

 
Estimated Useful Life

 
(In millions)
 
(In years)
Building
$
181.7

 
11.5-39.0

Land
12.7

 

Intangibles:
 
 
 
At-market lease intangibles
12.1

 
4.8-13.9

Below-market lease intangibles
(0.4
)
 
3.8-6.5

Above-market ground lease intangibles
(0.1
)
 
91.3

Below-market ground lease intangibles
3.8

 
63.7

Total intangibles
15.4

 
 
Mortgage notes payable assumed, including fair value adjustments
(19.6
)
 
 
Foreclosed mortgage note receivable
(40.0
)
 
 
Elimination of mortgage note receivable upon acquisition
(81.2
)
 
 
Other assets acquired
3.0

 
 
Accounts payable, accrued liabilities and other liabilities assumed
(2.3
)
 
 
Cash acquired
0.2

 
 
Total cash paid 
$
69.9

 
 



2014 Noncontrolling Interest Purchase
In April 2014, the Company purchased the outstanding 40% noncontrolling equity interest in a consolidated partnership that owns a medical office building and parking garage in Texas, which were developed by the partnership, for an aggregate purchase price and cash consideration of $8.2 million. The book value of the noncontrolling interest prior to the equity purchase was $1.6 million. The remaining $6.6 million was recorded as a decrease to additional paid-in capital on the Company's Consolidated Balance Sheets. The Company held a term loan that was secured by the property and was payable from the partnership. Upon acquisition of the noncontrolling interest, the term loan, which was previously eliminated in the Company's Consolidated Financial Statements, was extinguished.
2015 Real Estate Asset Dispositions
The Company disposed of an off-campus, 5,323 square foot building located in Virginia in which the Company had a $0.3 million net investment. The sales price and cash proceeds were approximately $1.0 million. The Company recognized a $0.7 million gain on the disposal of this property.

The Company disposed of an on-campus, 58,474 square foot medical office building and a 117,525 square foot surgical facility, located in Indiana, in which the Company had an aggregate net investment of $50.5 million. The sales price for the buildings was approximately $97.0 million comprised of net cash proceeds of $93.3 million, closing costs of approximately $0.6 million, and a tenant improvement allowance credit of $3.1 million. The Company recognized a $40.9 million gain on the disposal, net of straight-line rent receivables and other assets.

The Company disposed of an on-campus, 63,914 square foot medical office building located in Pennsylvania pursuant to an exercised purchase option. The property was previously classified as held for sale, and the Company had a $7.4 million net investment. The sales price and net cash proceeds were approximately $18.4 million. The Company recognized a $10.6 million gain upon the disposal of this property, net of straight-line rent receivables and other assets.

The Company disposed of an on-campus, 119,903 square foot medical office building located in Florida, in which the Company had a net investment of $10.5 million. The sales price for the building was approximately $16.3 million comprised of net cash proceeds of $15.8 million and closing costs of approximately $0.5 million. The Company recognized a $5.1 million gain upon the disposal of this property, net of straight-line rent receivables and other assets.

The Company disposed of an on-campus, 40,782 square foot medical office building located in Arizona, in which the Company had a net investment of $2.0 million. The sales price and cash proceeds were approximately $3.0 million. The Company recognized a $0.8 million gain on the disposal, net of straight-line receivables and other assets.

The Company disposed of an off-campus, 13,478 square foot medical office building located in Missouri, in which the Company had a net investment of $2.9 million. The sales price for the building was approximately $3.0 million comprised of net cash proceeds of $2.8 million and tenant improvement credits of $0.2 million. The Company recorded a $0.3 million impairment on the disposal, net of straight-line rent receivables and other assets.

The Company disposed of an off-campus, 56,645 square foot medical office building located in Arizona, in which the Company had a net investment of $4.9 million, including the impact of impairment charges recorded prior to the sale of approximately $3.3 million. The sales price for the building was approximately $5.3 million comprised of net cash proceeds of $5.0 million and closing costs of approximately $0.3 million. The Company recognized a $0.1 million gain upon the disposal of this property.

The Company disposed of an on-campus, 58,030 square foot medical office building located in Georgia, in which the Company had a net investment of $4.4 million. The sales price for the building was approximately $14.0 million comprised of net cash proceeds of $13.8 million and closing costs of approximately $0.2 million. The Company recorded a $9.0 million gain upon the disposal of this property.


2015 Company-Financed Mortgage Notes
During 2015, one Company-financed mortgage notes receivable totaling $1.9 million was repaid.

A summary of the Company's 2015 dispositions are as follows:
(Dollars in millions)
Date
Disposed
 
Sales Price

 
Closing Adjustments

 
Company-financed Mortgage
Notes

 
Net
Proceeds

 
Net Real
Estate
Investment

 
Other
(including
receivables)

 
Gain/
(Impairment)

 
Square
Footage

Real estate dispositions
Virginia
05/21/15
 
$
1.0

 
$

 
$

 
$
1.0

 
$
0.3

 
$

 
$
0.7

 
5,323

Indiana (1)
06/30/15
 
97.0

 
(3.7
)
 

 
93.3

 
50.5

 
1.9

 
40.9

 
175,999

Pennsylvania (2)
07/17/15
 
18.4

 

 

 
18.4

 
7.4

 
0.4

 
10.6

 
63,914

Florida
09/16/15
 
16.3

 
(0.5
)
 

 
15.8

 
10.5

 
0.2

 
5.1

 
119,903

Arizona
09/25/15
 
3.0

 

 

 
3.0

 
2.0

 
0.2

 
0.8

 
40,782

Missouri
09/30/15
 
3.0

 
(0.2
)
 

 
2.8

 
2.9

 
0.2

 
(0.3
)
 
13,478

Arizona
11/05/15
 
5.3

 
(0.3
)
 

 
5.0

 
4.9

 

 
0.1

 
56,645

Georgia
12/14/15
 
14.0

 
(0.2
)
 

 
13.8

 
4.4

 
0.4

 
9.0

 
58,030

Total dispositions
 
158.0

 
(4.9
)
 

 
153.1

 
82.9

 
3.3

 
66.9

 
534,074

Mortgage note repayments

 

 
1.9

 
1.9

 

 

 

 


 
$
158.0

 
$
(4.9
)
 
$
1.9

 
$
155.0

 
$
82.9

 
$
3.3

 
$
66.9

 
534,074

______
(1) Includes two properties.
(2) Previously included in assets held for sale.

2014 Real Estate Asset Dispositions
The Company disposed of a 52,608 square foot off-campus, medical office building located in Florida in which the Company had a $1.7 million net investment, including the impact of impairment charges recorded prior to the sale of approximately $3.3 million. The sales price was $1.8 million, comprised of $1.7 million in net cash proceeds and closing costs of $0.1 million. This property was previously classified as held for sale.

The Company disposed of a 58,365 square foot off-campus, medical office building located in Texas in which the Company had a $4.1 million net investment, including the impact of impairment charges recorded prior to the sale of approximately $2.6 million. The sales price was $4.4 million, comprised of $4.2 million in net cash proceeds and closing costs of $0.2 million. This property was previously classified as held for sale.

The Company disposed of a 31,026 square foot on-campus, medical office building located in Nevada in which the Company had a $4.9 million net investment. The sales price was approximately $2.3 million, comprised of net cash proceeds of approximately $0.2 million, a seller-financed mortgage note of $1.9 million, and closing costs of $0.2 million. The Company recognized a $2.8 million impairment on the disposal of this property that was not previously classified as held for sale.    

The Company disposed of two off-campus medical office buildings in Tennessee, totaling 32,204 square feet, in which the Company had an aggregate net investment of $3.2 million. The sales price for the buildings was approximately $3.1 million comprised of net cash proceeds of $2.9 million and closing costs of approximately $0.2 million. The Company recognized a $0.4 million impairment on the disposal, net of straight-line rent receivables which were written off. These properties were not previously classified as held for sale.

The Company disposed of two off-campus medical office buildings in Texas, totaling 166,167 square feet, in which the Company had an aggregate net investment $12.1 million. The sales price and net cash proceeds for the buildings was approximately $21.5 million. The Company recognized a $9.2 million gain on the disposal, net of straight-line rent receivables which were written off. These properties were not previously classified as held for sale.

The Company disposed of a 26,166 square foot off-campus, medical office building located in Missouri in which the Company had a $1.4 million net investment, including a $3.1 million impairment charge recorded in the second quarter of 2014 as a result of the pending sale. The sales price and net cash proceeds for the building was approximately $1.3 million. The Company recognized a $0.2 million impairment on the disposal, net of straight-line rent receivables which were written off. This property was previously classified as held for sale.

The Company disposed of a 110,000 square foot off-campus, medical office building located in Illinois in which the Company had a $0.8 million net investment, including the impact of impairment charges prior to the sale of $5.6 million. The sales price and net cash proceeds for the building was approximately $0.5 million and the Company recognized a $0.3 million impairment on the disposal. This property was previously classified as held for sale.

2014 Company-Financed Mortgage Notes
During 2014, the Company originated an $1.9 million seller-financed mortgage note receivable with the purchaser of a medical office building located in Nevada. See "2014 Real Estate Asset Dispositions" above for more information. This mortgage note receivable was repaid in September 2015.

Also during 2014, two Company-financed mortgage notes receivable totaling $4.9 million were repaid.

A summary of the Company's 2014 dispositions are as follows:
(Dollars in millions)
Date
Disposed
 
Sales Price

 
Closing Adjustments

 
Company-financed Mortgage
Notes

 
Net
Proceeds

 
Net Real
Estate
Investment

 
Other
(including
receivables)

 
Gain/
(Impairment)

 
Square
Footage

Real estate dispositions
Florida (1)
4/11/14
 
$
1.8

 
$
(0.1
)
 
$

 
$
1.7

 
$
1.7

 
$

 
$

 
52,608

Texas (1)
4/23/14
 
4.4

 
(0.2
)
 

 
4.2

 
4.1

 
0.1

 

 
58,365

Nevada
9/12/14
 
2.3

 
(0.2
)
 
(1.9
)
 
0.2

 
4.9

 

 
(2.8
)
 
31,026

Tennessee (2)
11/14/14
 
3.1

 
(0.2
)
 

 
2.9

 
3.2

 
0.1

 
(0.4
)
 
32,204

Texas (2)
11/25/14
 
21.5

 

 

 
21.5

 
12.1

 
0.2

 
9.2

 
166,167

Missouri (1)
12/18/14
 
1.3

 

 

 
1.3

 
1.4

 
0.1

 
(0.2
)
 
26,166

Illinois (1)
12/29/14
 
0.5

 

 

 
0.5

 
0.8

 

 
(0.3
)
 
110,000

Total dispositions
 
34.9

 
(0.7
)
 
(1.9
)
 
32.3

 
28.2

 
0.5

 
5.5

 
476,536

Mortgage note repayments

 

 
4.9

 
4.9

 

 

 

 


 
$
34.9

 
$
(0.7
)
 
$
3.0

 
$
37.2

 
$
28.2

 
$
0.5

 
$
5.5

 
476,536

______
(1) Previously included in assets held for sale.
(2) Includes two properties.