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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission file number 1-9321

 

UNIVERSAL HEALTH REALTY INCOME TRUST

(Exact name of registrant as specified in its charter)

 

 

Maryland

 

23-6858580

(State or other jurisdiction of

incorporation or organization)

 

(I. R. S. Employer

Identification No.)

 

 

 

UNIVERSAL CORPORATE CENTER

367 SOUTH GULPH ROAD

KING OF PRUSSIA, Pennsylvania

 

19406-0958

(Address of principal executive offices)

 

(Zip Code)

(610) 265-0688

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

 

Trading Symbol(s)

 

Name of each exchange on which registered

Shares of beneficial interest, $0.01 par value

 

UHT

 

New York Stock Exchange

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated Filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Number of common shares of beneficial interest outstanding at October 31, 2023—13,823,053

 

 

 


 

UNIVERSAL HEALTH REALTY INCOME TRUST

INDEX

 

 

 

 

PAGE NO.

PART I. FINANCIAL INFORMATION (unaudited)

 

 

Item 1.

 

Financial Statements

 

 

 

 

Condensed Consolidated Statements of Income—Three and Nine Months Ended September 30, 2023 and 2022

 

3

 

 

Condensed Consolidated Statements of Comprehensive Income—Three and Nine Months Ended September 30, 2023 and 2022

 

4

 

 

Condensed Consolidated Balance Sheets—September 30, 2023 and December 31, 2022

 

5

 

 

Condensed Consolidated Statements of Changes in Equity—Three and Nine Months Ended September 30, 2023 and 2022

 

6 through 7

 

 

Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2023 and 2022

 

8

 

 

Notes to Condensed Consolidated Financial Statements

 

9 through 21

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

22 through 32

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

32 through 34

Item 4.

 

Controls and Procedures

 

34

PART II. OTHER INFORMATION

 

35

Item 1A.

 

Risk Factors

 

35

Item 5.

 

Other Information

 

35

Item 6.

 

Exhibits

 

35

 

 

 

 

 

SIGNATURES

 

36

 

 

 

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2023. In this Quarterly Report, “we,” “us,” “our” and the “Trust” refer to Universal Health Realty Income Trust and its subsidiaries.

As disclosed in this Quarterly Report, including in Note 2 to the condensed consolidated financial statements—Relationship with Universal Health Services, Inc. (“UHS”) and Related Party Transactions, a wholly-owned subsidiary of UHS (UHS of Delaware, Inc.) serves as our Advisor pursuant to the terms of an annually renewable Advisory Agreement dated December 24, 1986, and as amended and restated as of January 1, 2019. The Advisory Agreement expires on December 31 of each year, however, it is renewable by us, subject to a determination by our Trustees who are unaffiliated with UHS, that the Advisor’s performance has been satisfactory. The Advisory Agreement was renewed for 2023 with the same terms as the Advisory Agreement in place during 2022 and 2021. Our officers are all employees of UHS through its wholly-owned subsidiary, UHS of Delaware, Inc. In addition, five of our hospital facilities are leased to wholly-owned subsidiaries of UHS, one of our hospital facilities is leased to a joint venture between a wholly-owned subsidiary of UHS and a third party, and subsidiaries of UHS are tenants of twenty-one medical/office buildings or free-standing emergency departments, that are either wholly or jointly-owned by us. Any reference to “UHS” or “UHS facilities” in this report is referring to Universal Health Services, Inc.’s subsidiaries, including UHS of Delaware, Inc.

In this Quarterly Report, the term “revenues” does not include the revenues of the unconsolidated limited liability companies (“LLCs”) in which we have various non-controlling equity interests ranging from 33% to 95%. As of September 30, 2023, we had investments in four jointly-owned LLCs/LPs. We currently account for our share of the income/loss from these investments by the equity method (see Note 5 to the condensed consolidated financial statements included herein).

 

 

2


 

Part I. Financial Information

Item I. Financial Statements

Universal Health Realty Income Trust

Condensed Consolidated Statements of Income

For the Three and Nine Months Ended September 30, 2023 and 2022

(amounts in thousands, except per share information)

(unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

  Lease revenue - UHS facilities (a.)

 

$

8,274

 

 

$

7,471

 

 

$

24,297

 

 

$

22,291

 

  Lease revenue - Non-related parties

 

 

13,926

 

 

 

12,836

 

 

 

40,955

 

 

 

38,664

 

  Other revenue - UHS facilities

 

 

254

 

 

 

255

 

 

 

730

 

 

 

717

 

  Other revenue - Non-related parties

 

 

404

 

 

 

221

 

 

 

1,177

 

 

 

718

 

  Interest income on financing leases - UHS facilities

 

 

1,365

 

 

 

1,368

 

 

 

4,096

 

 

 

4,107

 

 

 

 

24,223

 

 

 

22,151

 

 

 

71,255

 

 

 

66,497

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

  Depreciation and amortization

 

 

7,012

 

 

 

6,658

 

 

 

20,479

 

 

 

20,046

 

  Advisory fees to UHS

 

 

1,332

 

 

 

1,297

 

 

 

3,957

 

 

 

3,787

 

  Other operating expenses

 

 

7,854

 

 

 

6,875

 

 

 

23,625

 

 

 

20,728

 

 

 

 

16,198

 

 

 

14,830

 

 

 

48,061

 

 

 

44,561

 

Income before equity in income of unconsolidated limited liability companies ("LLCs") and interest expense

 

 

8,025

 

 

 

7,321

 

 

 

23,194

 

 

 

21,936

 

  Equity in income of unconsolidated LLCs

 

 

314

 

 

 

346

 

 

 

953

 

 

 

943

 

Interest expense, net

 

 

(4,467

)

 

 

(2,819

)

 

 

(12,340

)

 

 

(7,408

)

Net income

 

$

3,872

 

 

$

4,848

 

 

$

11,807

 

 

$

15,471

 

Basic earnings per share

 

$

0.28

 

 

$

0.35

 

 

$

0.86

 

 

$

1.12

 

Diluted earnings per share

 

$

0.28

 

 

$

0.35

 

 

$

0.85

 

 

$

1.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - Basic

 

 

13,790

 

 

 

13,776

 

 

 

13,784

 

 

 

13,769

 

Weighted average number of shares outstanding - Diluted

 

 

13,822

 

 

 

13,801

 

 

 

13,811

 

 

 

13,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a.) Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $725 and $727 for the three-month periods ended September 30, 2023 and 2022, respectively, and $2,219 and $2,048 for the nine-month periods ended September 30, 2023 and 2022, respectively.

See accompanying notes to these condensed consolidated financial statements.

 

3


 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2023 and 2022

(amounts in thousands)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

3,872

 

 

$

4,848

 

 

$

11,807

 

 

$

15,471

 

Other comprehensive (loss)/gain:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized derivative (loss)/gain on cash flow hedges

 

 

(489

)

 

 

3,728

 

 

 

(1,521

)

 

 

11,417

 

Total other comprehensive (loss)/gain:

 

 

(489

)

 

 

3,728

 

 

 

(1,521

)

 

 

11,417

 

Total comprehensive income

 

$

3,383

 

 

$

8,576

 

 

$

10,286

 

 

$

26,888

 

 

See accompanying notes to these condensed consolidated financial statements.

 

4


 

Universal Health Realty Income Trust

Condensed Consolidated Balance Sheets

(amounts in thousands, except share information)

(unaudited)

 

 

September 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Assets:

 

 

 

 

 

 

Real Estate Investments:

 

 

 

 

 

 

Buildings and improvements and construction in progress

 

$

650,670

 

 

$

641,338

 

Accumulated depreciation

 

 

(258,584

)

 

 

(248,772

)

 

 

 

392,086

 

 

 

392,566

 

Land

 

 

57,975

 

 

 

56,631

 

               Net Real Estate Investments

 

 

450,061

 

 

 

449,197

 

Financing receivable from UHS

 

 

83,362

 

 

 

83,603

 

               Net Real Estate Investments and Financing receivable

 

 

533,423

 

 

 

532,800

 

Investments in and advances to limited liability companies ("LLCs")

 

 

9,329

 

 

 

9,282

 

Other Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

8,359

 

 

 

7,614

 

Lease and other receivables from UHS

 

 

6,033

 

 

 

5,388

 

Lease receivable - other

 

 

8,541

 

 

 

8,445

 

Intangible assets (net of accumulated amortization of $12.6 million and
   $
15.4 million, respectively)

 

 

9,650

 

 

 

9,447

 

Right-of-use land assets, net

 

 

10,952

 

 

 

11,457

 

Deferred charges and other assets, net

 

 

21,596

 

 

 

23,107

 

               Total Assets

 

$

607,883

 

 

$

607,540

 

Liabilities:

 

 

 

 

 

 

Line of credit borrowings

 

$

321,500

 

 

$

298,100

 

Mortgage notes payable, non-recourse to us, net

 

 

39,319

 

 

 

44,725

 

Accrued interest

 

 

330

 

 

 

373

 

Accrued expenses and other liabilities

 

 

13,808

 

 

 

12,873

 

Ground lease liabilities, net

 

 

10,952

 

 

 

11,457

 

Tenant reserves, deposits and deferred and prepaid rents

 

 

11,666

 

 

 

10,911

 

               Total Liabilities

 

 

397,575

 

 

 

378,439

 

Equity:

 

 

 

 

 

 

Preferred shares of beneficial interest,
   $
.01 par value; 5,000,000 shares authorized;
   
none issued and outstanding

 

 

-

 

 

 

-

 

Common shares, $.01 par value;
   
95,000,000 shares authorized; issued and outstanding: 2023 - 13,823,046;
   2022 -
13,803,335

 

 

138

 

 

 

138

 

Capital in excess of par value

 

 

270,166

 

 

 

269,472

 

Cumulative net income

 

 

822,468

 

 

 

810,661

 

Cumulative dividends

 

 

(892,954

)

 

 

(863,181

)

Accumulated other comprehensive income

 

 

10,490

 

 

 

12,011

 

     Total Equity

 

 

210,308

 

 

 

229,101

 

               Total Liabilities and Equity

 

$

607,883

 

 

$

607,540

 

 

See accompanying notes to these condensed consolidated financial statements.

 

5


 

 

 

 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Changes in Equity

For the Nine Months Ended September 30, 2023

(amounts in thousands)

(unaudited)

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

Accumulated other

 

 

 

 

 

 

Number

 

 

 

 

 

excess of

 

 

Cumulative

 

 

Cumulative

 

 

comprehensive

 

 

Total

 

 

 

of Shares

 

 

Amount

 

 

par value

 

 

net income

 

 

dividends

 

 

income/(loss)

 

 

Equity

 

January 1, 2023

 

 

13,803

 

 

$

138

 

 

$

269,472

 

 

$

810,661

 

 

$

(863,181

)

 

$

12,011

 

 

$

229,101

 

Shares of Beneficial Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued, net

 

 

20

 

 

 

 

 

 

117

 

 

 

 

 

 

 

 

 

 

 

 

117

 

Repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Restricted stock-based compensation expense

 

 

 

 

 

 

 

 

577

 

 

 

 

 

 

 

 

 

 

 

 

577

 

Dividends ($2.155/share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,773

)

 

 

 

 

 

(29,773

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

11,807

 

 

 

 

 

 

 

 

 

11,807

 

Unrealized net gain on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,521

)

 

 

(1,521

)

Subtotal - comprehensive income

 

 

 

 

 

 

 

 

 

 

 

11,807

 

 

 

 

 

 

(1,521

)

 

 

10,286

 

September 30, 2023

 

 

13,823

 

 

$

138

 

 

$

270,166

 

 

$

822,468

 

 

$

(892,954

)

 

$

10,490

 

 

$

210,308

 

 

 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended September 30, 2023

(amounts in thousands)

(unaudited)

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

Accumulated other

 

 

 

 

 

 

Number

 

 

 

 

 

excess of

 

 

Cumulative

 

 

Cumulative

 

 

comprehensive

 

 

Total

 

 

 

of Shares

 

 

Amount

 

 

par value

 

 

net income

 

 

dividends

 

 

income/(loss)

 

 

Equity

 

July 1, 2023

 

 

13,822

 

 

$

138

 

 

$

269,923

 

 

$

818,596

 

 

$

(883,001

)

 

$

10,979

 

 

$

216,635

 

Shares of Beneficial Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued

 

 

1

 

 

 

 

 

 

42

 

 

 

 

 

 

 

 

 

 

 

 

42

 

Repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock-based compensation expense

 

 

 

 

 

 

 

 

201

 

 

 

 

 

 

 

 

 

 

 

 

201

 

Dividends ($.72/share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,953

)

 

 

 

 

 

(9,953

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

3,872

 

 

 

 

 

 

 

 

 

3,872

 

Unrealized net gain on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(489

)

 

 

(489

)

Subtotal - comprehensive income

 

 

 

 

 

 

 

 

 

 

 

3,872

 

 

 

 

 

 

(489

)

 

 

3,383

 

September 30, 2023

 

 

13,823

 

 

$

138

 

 

$

270,166

 

 

$

822,468

 

 

$

(892,954

)

 

$

10,490

 

 

$

210,308

 

 

See accompanying notes to these condensed consolidated financial statements.

 

 

6


 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Changes in Equity

For the Nine Months Ended September 30, 2022

(amounts in thousands)

(unaudited)

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

Accumulated other

 

 

 

 

 

 

Number

 

 

 

 

 

excess of

 

 

Cumulative

 

 

Cumulative

 

 

comprehensive

 

 

Total

 

 

 

of Shares

 

 

Amount

 

 

par value

 

 

net income

 

 

dividends

 

 

income/(loss)

 

 

Equity

 

January 1, 2022

 

 

13,785

 

 

$

138

 

 

$

268,515

 

 

$

789,559

 

 

$

(823,998

)

 

$

1,113

 

 

$

235,327

 

Shares of Beneficial Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued, net

 

 

17

 

 

 

 

 

 

135

 

 

 

 

 

 

 

 

 

 

 

 

135

 

Repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Restricted stock-based compensation expense

 

 

 

 

 

 

 

 

591

 

 

 

 

 

 

 

 

 

 

 

 

591

 

Dividends ($2.125/share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,314

)

 

 

 

 

 

(29,314

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

15,471

 

 

 

 

 

 

 

 

 

15,471

 

Unrealized net gain on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,417

 

 

 

11,417

 

Subtotal - comprehensive income

 

 

 

 

 

 

 

 

 

 

 

15,471

 

 

 

 

 

 

11,417

 

 

 

26,888

 

September 30, 2022

 

 

13,802

 

 

$

138

 

 

$

269,241

 

 

$

805,030

 

 

$

(853,312

)

 

$

12,530

 

 

$

233,627

 

 

 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended September 30, 2022

(amounts in thousands)

(unaudited)

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

 

Accumulated other

 

 

 

 

 

 

Number

 

 

 

 

 

excess of

 

 

Cumulative

 

 

Cumulative

 

 

comprehensive

 

 

Total

 

 

 

of Shares

 

 

Amount

 

 

par value

 

 

net income

 

 

dividends

 

 

income/(loss)

 

 

Equity

 

July 1, 2022

 

 

13,801

 

 

$

138

 

 

$

269,039

 

 

$

800,182

 

 

$

(843,515

)

 

$

8,802

 

 

$

234,646

 

Shares of Beneficial Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued

 

 

1

 

 

 

 

 

 

42

 

 

 

 

 

 

 

 

 

 

 

 

42

 

Repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock-based compensation expense

 

 

 

 

 

 

 

 

160

 

 

 

 

 

 

 

 

 

 

 

 

160

 

Dividends ($.71/share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,797

)

 

 

 

 

 

(9,797

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

4,848

 

 

 

 

 

 

 

 

 

4,848

 

Unrealized net gain on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,728

 

 

 

3,728

 

Subtotal - comprehensive income

 

 

 

 

 

 

 

 

 

 

 

4,848

 

 

 

 

 

 

3,728

 

 

 

8,576

 

September 30, 2022

 

 

13,802

 

 

$

138

 

 

$

269,241

 

 

$

805,030

 

 

$

(853,312

)

 

$

12,530

 

 

$

233,627

 

 

7


 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

 

 

Nine months ended September 30,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

11,807

 

 

$

15,471

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

20,479

 

 

 

20,046

 

Amortization related to above/below market leases, net

 

 

(109

)

 

 

(108

)

Amortization of debt premium

 

 

(36

)

 

 

(38

)

Amortization of deferred financing costs

 

 

536

 

 

 

536

 

Stock-based compensation expense

 

 

577

 

 

 

591

 

Changes in assets and liabilities:

 

 

 

 

 

 

Lease receivable

 

 

(741

)

 

 

(1,566

)

Accrued expenses and other liabilities

 

 

859

 

 

 

977

 

Tenant reserves, deposits and deferred and prepaid rents

 

 

114

 

 

 

(417

)

Accrued interest

 

 

(43

)

 

 

-

 

Leasing costs paid

 

 

(1,370

)

 

 

(1,421

)

Other, net

 

 

411

 

 

 

445

 

Net cash provided by operating activities

 

 

32,484

 

 

 

34,516

 

Cash flows from investing activities:

 

 

 

 

 

 

Investments in LLCs

 

 

(4,058

)

 

 

(94

)

Cash distributions from LLCs

 

 

531

 

 

 

516

 

Advance received from LLC

 

 

3,500

 

 

 

-

 

Additions to real estate investments, net

 

 

(12,220

)

 

 

(16,698

)

Cash paid for acquisition of properties

 

 

(7,598

)

 

 

(13,620

)

Net cash paid as part of asset exchange transaction

 

 

-

 

 

 

(1,346

)

Net cash used in investing activities

 

 

(19,845

)

 

 

(31,242

)

Cash flows from financing activities:

 

 

 

 

 

 

Net borrowings on the line of credit

 

 

23,400

 

 

 

18,200

 

Repayments of mortgage notes payable

 

 

(5,423

)

 

 

(6,660

)

Financing costs paid

 

 

(222

)

 

 

(26

)

Dividends paid

 

 

(29,767

)

 

 

(29,326

)

Issuance of shares of beneficial interest, net

 

 

118

 

 

 

136

 

Net cash used in financing activities

 

 

(11,894

)

 

 

(17,676

)

Increase/(decrease) in cash and cash equivalents

 

 

745

 

 

 

(14,402

)

Cash and cash equivalents, beginning of period

 

 

7,614

 

 

 

22,504

 

Cash and cash equivalents, end of period

 

$

8,359

 

 

$

8,102

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Interest paid

 

$

12,032

 

 

$

7,050

 

Invoices accrued for construction and improvements

 

$

2,005

 

 

$

2,334

 

 

See accompanying notes to these condensed consolidated financial statements.

 

8


 

UNIVERSAL HEALTH REALTY INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(unaudited)

 

(1) General

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2023. In this Quarterly Report, “we,” “us,” “our” and the “Trust” refer to Universal Health Realty Income Trust and its subsidiaries.

In this Quarterly Report on Form 10-Q, the term “revenues” does not include the revenues of the unconsolidated LLCs in which we have various non-controlling equity interests ranging from 33% to 95%. As of September 30, 2023, we had investments in four jointly-owned LLCs/LPs. We currently account for our share of the income/loss from these investments by the equity method (see Note 5).

The condensed consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the SEC and reflect all normal and recurring adjustments which, in our opinion, are necessary to fairly present results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, although we believe that the accompanying disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements, the notes thereto and accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.

 

(2) Relationship with Universal Health Services, Inc. (“UHS”) and Related Party Transactions

Leases: We commenced operations in 1986 by purchasing certain properties from subsidiaries of UHS and immediately leasing the properties back to the respective subsidiaries. The base rentals and lease and renewal terms for each of the hospitals leased to subsidiaries of UHS as of September 30, 2023, are provided below. The base rents are paid monthly. The lease on McAllen Medical Center also provides for bonus rent which is paid quarterly based upon a computation that compares the hospital’s current quarter revenue to a corresponding quarter in the base year. The hospital leases with subsidiaries of UHS, with the exception of the lease on Clive Behavioral Health Hospital (which is operated by UHS in a joint venture with an unrelated third party), are unconditionally guaranteed by UHS and are cross-defaulted with one another. The lease for the Clive facility is guaranteed on a several basis by UHS (52%) and Catholic Health Initiatives-Iowa (48%).

The combined revenues generated from the leases on the three acute care and three behavioral health care hospital facilities leased to subsidiaries of UHS at September 30, 2023, accounted for approximately 25% and 27% of our consolidated revenues for the three months ended September 30, 2023 and 2022, respectively, and approximately 25% and 27% of our consolidated revenues for the nine months ended September 30, 2023 and 2022, respectively. In addition to the six UHS hospital facilities, we have twenty-one properties consisting of medical/office buildings, including one newly constructed medical office building ("MOB") that was substantially completed during the first quarter of 2023 and one MOB that was acquired during the third quarter of 2023, and FEDs that are either wholly or jointly-owned by us that include, or will include, tenants which are subsidiaries of UHS. The aggregate revenues generated from UHS-related tenants comprised approximately 41% of our consolidated revenues during each of the three and nine months ended September 30, 2023 and 2022.

On December 31, 2021, we entered into an asset purchase and sale agreement with UHS and certain of its affiliates, which was amended during the first quarter of 2022, pursuant to the terms of which:

a wholly-owned subsidiary of UHS purchased from us, the real estate assets of the Inland Valley Campus of Southwest Healthcare System located in Wildomar, California, at its fair market value of $79.6 million.
two wholly-owned subsidiaries of UHS transferred to us, the real estate assets of the following properties:
o
Aiken Regional Medical Center, (“Aiken”), located in Aiken, South Carolina (which includes an acute care hospital and a behavioral health pavilion), at its fair-market value of approximately $57.7 million, and;
o
Canyon Creek Behavioral Health (“Canyon Creek”), located in Temple, Texas, at its fair-market value of approximately $26.0 million.
in connection with this transaction, since the fair-market value of Aiken and Canyon Creek, which totaled approximately $83.7 million in the aggregate, exceeded the $79.6 million fair-market value of the Inland Valley Campus of Southwest

9


 

Healthcare System, we paid approximately $4.1 million in cash to UHS. As we no longer have a controlling interest in Inland Valley Campus of Southwest Healthcare System, the transaction generated a gain of approximately $68.4 million which was included in our consolidated statement of income for the year ended December 31, 2021.

As a result of UHS’ purchase option within the lease agreements of Aiken and Canyon Creek, the transaction is accounted for as a failed sale leaseback in accordance with U.S. GAAP and the properties acquired by us in connection with the asset purchase and sale agreement with UHS, as amended, were accounted for as financing arrangements and our consolidated balance sheets as of September 30, 2023 and December 31, 2022 include financing receivables related to this transaction of $83.4 million and $83.6 million, respectively. Additionally, we structured the purchase and sale of the above-mentioned properties as a like-kind exchange of property under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended.

Also on December 31, 2021, Aiken and Canyon Creek (as lessees), entered into a master lease and individual property leases as amended, (with us as lessor), for initial lease terms on each property of approximately twelve years, ending on December 31, 2033. Subject to the terms of the master lease, Aiken and Canyon Creek have the right to renew their leases, at the then current fair market rent (as defined in the master lease), for seven, five-year optional renewal terms. Pursuant to the leases, as amended during the first quarter of 2022, the aggregate annual rental rate during 2023 on the acquired properties, which is payable to us on a monthly basis, is approximately $5.8 million ($4.0 million related to Aiken and $1.8 million related to Canyon Creek). The portion of the lease payments that is included in our consolidated statements of income, and reflected as interest income on financing leases, was approximately $1.4 million for each of the three months ended September 30, 2023 and 2022, and approximately $4.1 million for each of the nine-month periods ended September 30, 2023 and 2022. There is no bonus rental component applicable to either of these leases.

Pursuant to the terms of the master leases by and among us and certain subsidiaries of UHS, dated December 24, 1986 and December 31, 2021 (the “Master Leases”), which govern the leases of McAllen Medical Center, Wellington Regional Medical Center (governed by the Master Lease dated December 24, 1986), Aiken Regional Medical Center and Canyon Creek Behavioral Health (governed by the Master Lease dated December 31, 2021, as amended), all of which are hospital properties that are wholly-owned subsidiaries of UHS, UHS has the option, among other things, to renew the leases at the lease terms described below by providing notice to us at least 90 days prior to the termination of the then current term. UHS also has the right to purchase the respective leased facilities from us at their appraised fair market value upon any of the following: (i) at the end of the lease terms or any renewal terms; (ii) upon one month’s notice should a change of control of the Trust occur, or; (iii) within the time period as specified in the leases in the event that UHS provides notice to us of their intent to offer a substitution property/properties in exchange for one (or more) of the four wholly-owned UHS hospital facilities leased from us, should we be unable to reach an agreement with UHS on the properties to be substituted. Additionally, UHS has rights of first refusal to: (i) purchase the respective leased facilities during and for a specified period after the lease terms at the same price, terms and conditions of any third-party offer, or; (ii) renew the lease on the respective leased facility at the end of, and for a specified period after, the lease term at the same terms and conditions pursuant to any third-party offer.

In addition, a wholly-owned subsidiary of UHS is the managing, majority member in a joint-venture with an unrelated third-party that operates, and leases from us, Clive Behavioral Health. This 100-bed behavioral health care facility is located in Clive, Iowa and was completed and opened in late December, 2020 and the hospital lease commenced on December 31, 2020. The lease on this facility is triple net and has an initial term of 20 years with five 10-year renewal options. On each January 1st through 2040 (and potentially through 2070 if the first three of five, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis. The first three of the five 10-year renewal options will provide for annual rental as stipulated in the lease (2041 through 2070) and the two additional 10-year lease renewal options will be at fair market value lease rates (2071 through 2090). Pursuant to the lease on this facility, the joint venture has the option to, among other things, renew the lease at the terms specified in the lease agreement by providing notice to us at least 270 days prior to the termination of the then current term. The joint venture also has the right to purchase the leased facility from us at its appraised fair market value upon either of the following: (i) by providing notice at least 270 days prior to the end of the lease terms or any renewal terms, or; (ii) upon 30 days’ notice anytime within 12 months of a change of control of the Trust (UHS also has this right should the joint venture decline to exercise its purchase right). Additionally, the joint venture has rights of first offer to purchase the facility prior to any third-party sale.

 

10


 

The table below details the existing lease terms and renewal options for each of the hospital leases that are related to UHS as of September 30, 2023, consisting of three acute care hospitals and three behavioral health hospitals:

 

Hospital Name

 

Annual
Minimum
Rent

 

 

End of
Lease Term

 

Renewal
Term
(years)

 

 

McAllen Medical Center

 

$

5,485,000

 

 

December, 2026

 

 

5

 

(a)

Wellington Regional Medical Center

 

$

6,477,000

 

 

December, 2026

 

 

5

 

(b)

Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services

 

$

3,982,000

 

 

December, 2033

 

 

35

 

(c)

Canyon Creek Behavioral Health

 

$

1,800,000

 

 

December, 2033

 

 

35

 

(c)

Clive Behavioral Health Hospital

 

$

2,701,000

 

 

December, 2040

 

 

50

 

(d)

 

(a)
UHS has one 5-year renewal option at existing lease rates (through 2031).
(b)
UHS has one 5-year renewal option at fair market value lease rates (through 2031; see additional disclosure below). The annual rental will increase by 2.5% on an annual compounded basis on each January 1st through 2026.
(c)
UHS has seven 5-year renewal options at fair market value lease rates (2034 through 2068). The annual rental rate will increase by 2.25% on a cumulative and compounded basis on each January 1st through 2033.
(d)
The UHS-related joint venture has five 10-year renewal options; the first three of the five 10-year renewal options will be at computed lease rates as stipulated in the lease (2041 through 2070) and the last two 10-year renewal options will be at fair market lease rates (2071 through 2090). On each January 1st through 2040 (and potentially through 2070 if the first three of five, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis.

Upon the December 31, 2021 expiration of the lease on Wellington Regional Medical Center located in West Palm Beach, Florida, a wholly-owned subsidiary of UHS exercised its fair market value renewal option and renewed the lease for a 5-year term scheduled to expire on December 31, 2026. Effective January 1, 2023, the annual lease rate for this hospital, which is payable to us monthly, is $6.5 million (there is no bonus rental component of the lease payment).

Management cannot predict whether the leases with wholly-owned subsidiaries of UHS, which have renewal options at existing lease rates or fair market value lease rates, or any of our other leases, will be renewed at the end of their lease term. If the leases are not renewed at their current rates or the fair market value lease rates, we would be required to find other operators for those facilities and/or enter into leases on terms potentially less favorable to us than the current leases. In addition, if subsidiaries of UHS exercise their options to purchase the respective leased hospital or FED facilities upon expiration of the lease terms, our future revenues could decrease if we were unable to earn a favorable rate of return on the sale proceeds received, as compared to the rental revenue currently earned pursuant to these leases.

During the third quarter of 2023, we acquired the McAllen Doctor's Center, an MOB located in McAllen, Texas for a purchase price of approximately $7.5 million. The building has approximately 79,500 rentable square feet and is 100% master leased to McAllen Hospitals, L.P, a wholly-owned subsidiary of UHS. The triple-net master lease is for twelve years scheduled to expire on August 31, 2035. McAllen Hospitals, L.P. has the option to renew the lease term for three consecutive ten-year terms. The initial annual base rent is approximately $624,000. This acquisition was completed utilizing a qualified third-party intermediary as part of an anticipated tax-deferred like-kind-exchange transaction pursuant to Section 1031 of the Internal Revenue Code, as amended.

During the first quarter of 2023, construction was substantially completed on Sierra Medical Plaza I, a multi-tenant MOB located in Reno, Nevada, consisting of approximately 86,000 rentable square feet. This MOB is located on the campus of the Northern Nevada Sierra Medical Center, a newly constructed acute care hospital that is owned and operated by a wholly-owned subsidiary of UHS, which was completed and opened during April of 2022. The cost of the MOB is estimated to be approximately $35 million, approximately $26 million of which was incurred as of September 30, 2023. In connection with this MOB, we entered into a ground lease and master flex-lease agreement with a wholly-owned subsidiary of UHS. The master flex lease agreement has a ten-year term scheduled to expire on March 31, 2033, and covers approximately 68% of the rentable square feet of the MOB at an initial minimum rent of $1.3 million annually plus a pro-rata share of the common area maintenance expenses. The master flex-lease is subject to a reduction during the term based upon the execution of third-party leases. The ground lease and the master flex lease each commenced during March, 2023.

During the fourth quarter of 2021, we purchased the 5% minority ownership interest held by a third-party member in Grayson Properties, LP which owns the Texoma Medical Plaza, an MOB located in Denison, Texas for approximately $3.1 million. The MOB is located on the campus of Texoma Medical Center, a hospital that is owned and operated by a wholly-owned subsidiary of UHS. A third-party appraisal was completed to determine the fair value of the property. As a result of this minority ownership purchase during the fourth quarter of 2021, we own 100% of the LP and are therefore consolidating this LP effective with the purchase date. There was no material impact on our net income as a result of the consolidation of this LP subsequent to the transaction. Please see Note 5 for additional disclosure surrounding this transaction.

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In May, 2021, we acquired the Fire Mesa office building located in Las Vegas, Nevada for a purchase price of approximately $12.9 million. The building is 100% leased under the terms of a triple net lease by a wholly-owned subsidiary of UHS. The initial lease is scheduled to expire on August 31, 2027 and has two five-year renewal options. The acquisition of this office building was part of a series of planned tax deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code, as amended.

We are the lessee on thirteen ground leases with subsidiaries of UHS (for consolidated and unconsolidated investments), including one that commenced in March, 2023. The remaining lease terms on the ground leases with subsidiaries of UHS range from approximately 26 years to approximately 75 years. The annual aggregate lease payments on these properties are approximately $571,000 during each of the years ended 2023 through 2027, and an aggregate of $31.8 million thereafter. See Note 7 for additional lease accounting disclosure.

Officers and Employees: Our officers are all employees of a wholly-owned subsidiary of UHS and although as of September 30, 2023 we had no salaried employees, our officers do typically receive annual stock-based compensation awards in the form of restricted stock. In special circumstances, if warranted and deemed appropriate by the Compensation Committee of the Board of Trustees, our officers may also receive one-time special compensation awards in the form of restricted stock and/or cash bonuses.

Advisory Agreement: UHS of Delaware, Inc. (the “Advisor”), a wholly-owned subsidiary of UHS, serves as Advisor to us under an advisory agreement dated December 24, 1986, and as amended and restated as of January 1, 2019 (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Advisor is obligated to present an investment program to us, to use its best efforts to obtain investments suitable for such program (although it is not obligated to present any particular investment opportunity to us), to provide administrative services to us and to conduct our day-to-day affairs. All transactions between us and UHS must be approved by the Trustees who are unaffiliated with UHS (the “Independent Trustees”). In performing its services under the Advisory Agreement, the Advisor may utilize independent professional services, including accounting, legal, tax and other services, for which the Advisor is reimbursed directly by us. The Advisory Agreement may be terminated for any reason upon sixty days written notice by us or the Advisor. The Advisory Agreement expires on December 31 of each year; however, it is renewable by us, subject to a determination by the Independent Trustees, that the Advisor’s performance has been satisfactory. The Advisory Agreement was renewed for 2023 with the same terms as the Advisory Agreement in place during 2022 and 2021.

Our advisory fee for the three and nine months ended September 30, 2023 and 2022, was computed at 0.70% of our average invested real estate assets, as derived from our condensed consolidated balance sheets. Based upon a review of our advisory fee and other general and administrative expenses, as compared to an industry peer group, the advisory fee computation remained unchanged for 2023, as compared to the last three years. The average real estate assets for advisory fee calculation purposes exclude certain items from our condensed consolidated balance sheet such as, among other things, accumulated depreciation, cash and cash equivalents, lease receivables, deferred charges and other assets. The advisory fee is payable quarterly, subject to adjustment at year-end based upon our audited financial statements. Advisory fees incurred and paid (or payable) to UHS amounted to approximately $1.3 million for each of the three-month periods ended September 30, 2023 and 2022, and were based upon average invested real estate assets of $761 million and $741 million, respectively. Advisory fees incurred and paid (or payable) to UHS amounted to approximately $4.0 million and $3.8 million for the nine-month periods ended September 30, 2023 and 2022, respectively, and were based upon average invested real estate assets of $754 million and $721 million, respectively.

Share Ownership: As of September 30, 2023 and December 31, 2022, UHS owned 5.7% of our outstanding shares of beneficial interest.

SEC reporting requirements of UHS: UHS is subject to the reporting requirements of the SEC and is required to file annual reports containing audited financial information and quarterly reports containing unaudited financial information. Since the aggregate revenues generated from the UHS-related tenants comprised approximately 41% of our consolidated revenues during each of the three and nine-month periods ended September 30, 2023 and 2022, and since a subsidiary of UHS is our Advisor, you are encouraged to obtain the publicly available filings for Universal Health Services, Inc. from the SEC’s website. These filings are the sole responsibility of UHS and are not incorporated by reference herein.

(3) Dividends

Dividends and dividend equivalents:

During the third quarter of 2023, we declared and paid dividends of approximately $9.9 million or $.720 per share. We declared and paid dividends of approximately $9.8 million or $.71 per share, during the third quarter of 2022. During the nine-month period ended September 30, 2023, we declared and paid dividends of approximately $29.8 million (including accrued dividends that were paid related to the vesting of restricted stock), or $2.155 per share. During the nine-month period ended September 30, 2022, we declared and paid dividends of approximately $29.3 million (including accrued dividends that were paid related to the vesting of restricted stock), or $2.125 per share. Dividend equivalents, which are applicable to shares of unvested restricted stock, were accrued during the first nine months of 2023 and 2022 and were or will be paid upon vesting of the restricted stock.

12


 

 

(4) Acquisitions and Divestitures

Nine Months Ended September 30, 2023:

New Construction:

In January 2022, we entered into a ground lease and master flex-lease agreement with a wholly-owned subsidiary of UHS to develop, construct and own the real property of Sierra Medical Plaza I, an MOB located in Reno, Nevada, consisting of approximately 86,000 rentable square feet. This MOB is located on the campus of the Northern Nevada Sierra Medical Center, a newly constructed hospital that is owned and operated by a wholly-owned subsidiary of UHS, which was completed and opened during April of 2022. Construction of this MOB, for which we engaged a non-related third party to act as construction manager, commenced in January, 2022, and was substantially completed in March, 2023. The aggregate cost of the MOB is estimated to be approximately $35 million, approximately $26 million of which was incurred as of September 30, 2023. The master flex lease agreement in connection with this building, which commenced in March, 2023 and has a ten-year term scheduled to expire on March 31, 2033, covers approximately 68% of the rentable square feet of the MOB at an initial minimum rent of $1.3 million annually, plus a pro-rata share of the common area maintenance expenses. The master flex lease agreement is subject to reduction based upon the execution of third-party leases. Additionally, the ground lease for this property commenced and a right-of-use asset and lease liability was recorded in connection with this lease during the first quarter of 2023.

Acquisitions:

During the third quarter of 2023, we acquired the McAllen Doctor's Center, an MOB located in McAllen, Texas, for a purchase price of approximately $7.5 million. The building has approximately 79,500 rentable square feet and is 100% master leased to McAllen Hospitals, L.P, a wholly-owned subsidiary of UHS. The triple-net master lease is for twelve years scheduled to expire on August 31, 2035. McAllen Hospitals, L.P. has the option to renew the lease term for three consecutive ten-year terms. The initial annual base rent is approximately $624,000. This acquisition was completed utilizing a qualified third-party intermediary as part of an anticipated tax-deferred like-kind-exchange transaction pursuant to Section 1031 of the Internal Revenue Code, as amended.

Divestitures:

There were no divestitures during the first nine months of 2023.

 

Nine Months Ended September 30, 2022:

Acquisitions:

During the first quarter of 2022, we completed two transactions, as described below, utilizing qualified third-party intermediaries as part of a series of planned tax-deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code, as amended.

In March, 2022, we acquired the Beaumont Heart and Vascular Center, a medical office building located in Dearborn, Michigan for a purchase price of approximately $5.4 million. The building, which has approximately 17,621 rentable square feet, is 100% leased to a single tenant under the terms of a triple-net lease that is scheduled to expire on November 30, 2026 and has lease escalations of 2.5% per year that commenced on December 1, 2022.

In January, 2022, we acquired the 140 Thomas Johnson Drive medical office building located in Frederick, Maryland for a purchase price of approximately $8.0 million. The building, which has approximately 20,146 rentable square feet, is 100% leased to three tenants under the terms of triple-net leases. Approximately 72% of the rentable square feet of this MOB is leased pursuant to a 15-year lease, with a remaining lease term of approximately 14 years at the time of purchase, with three, five-year renewal options.

Divestitures:

There were no divestitures during the first nine months of 2022.

(5) Summarized Financial Information of Equity Affiliates

In accordance with U.S. GAAP 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

13


 

investments may be allocated disproportionately as compared to ownership interests after specified preferred return rate thresholds have been satisfied.

Distributions received from equity method investees in the consolidated statements of cash flows are classified based upon the nature of the distribution. Returns on investments are presented net of equity in income from unconsolidated investments as cash flows from operating activities. Returns of investments are classified as cash flows from investing activities.

At September 30, 2023, we have non-controlling equity investments or commitments in four jointly-owned LLCs/LPs which own MOBs. As of September 30, 2023 we accounted for these LLCs/LPs on an unconsolidated basis pursuant to the equity method since they are not variable interest entities which we are the primary beneficiary nor do we have a controlling voting interest. The majority of these entities are joint-ventures between us and non-related parties that 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 funding is typically advanced as equity or member loans. These entities maintain property insurance on the properties.

During the fourth quarter of 2021, we purchased the 5% minority ownership interest, held by the third-party member in Grayson Properties, LP which owns the Texoma Medical Plaza, in which we previously held a noncontrolling majority ownership interest. As a result of this minority ownership purchase, we own 100% of the LP and began to account for it on a consolidated basis effective November 1, 2021. Prior to November 1, 2021, the LP was accounted for on an unconsolidated basis pursuant to the equity method.

The following property table represents the four LLCs/LPs in which we owned a non-controlling interest and were accounted for under the equity method as of September 30, 2023:

 

 

 

 

 

 

Name of LLC/LP

 

Ownership

 

 

Property Owned by LLC/LP

Suburban Properties

 

 

33

%

 

St. Matthews Medical Plaza II

Brunswick Associates (a.)(b.)

 

 

74

%

 

Mid Coast Hospital MOB

FTX MOB Phase II (c.)

 

 

95

%

 

Forney Medical Plaza II

Grayson Properties II (d.)(e.)

 

 

95

%

 

Texoma Medical Plaza II

(a.)
This LLC has a third-party term loan of $8.5 million, which is non-recourse to us, outstanding as of September 30, 2023.
(b.)
We are the lessee with a third party on a ground lease for land.
(c.)
During the first quarter of 2021, this LP paid off its $4.7 million mortgage loan upon maturity, utilizing pro rata equity contributions from the limited partners as well as a $3.5 million member loan from us to the LP which was funded utilizing borrowings from our revolving credit agreement. During the first quarter of 2023, the LP repaid $175,000 of the member loan and the remaining $3.3 million member loan balance was converted to an equity investment in the LP.
(d.)
Construction of this MOB was substantially completed in December, 2020. This MOB is located in Denison, Texas on the campus of a hospital owned and operated by a wholly-owned subsidiary of UHS. We have committed to invest up to $5.0 million in equity and debt financing, $2.2 million of which has been funded as of September 30, 2023. This LP entered into a $13.1 million third-party construction loan commitment, which is non-recourse to us, which has an outstanding balance of $12.8 million as of September 30, 2023. Monthly principal and interest payments on this loan commenced on January 1, 2023. The LP developed, constructed, owns and operates the Texoma II Medical Plaza.
(e.)
We are the lessee with a UHS-related party for the land related to this property.

 

14


 

Below are the condensed combined statements of income (unaudited) for the four LLCs/LPs accounted for under the equity method at September 30, 2023 and 2022:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(amounts in thousands)

(amounts in thousands)

 

Revenues

 

$

2,269

 

 

$

2,129

 

 

$

6,538

 

 

$

6,108

 

Operating expenses

 

 

967

 

 

 

826

 

 

 

2,684

 

 

 

2,289

 

Depreciation and amortization

 

 

478

 

 

 

463

 

 

 

1,394

 

 

 

1,386

 

Interest, net

 

 

199

 

 

 

264

 

 

 

638

 

 

 

795

 

Net income

 

$

625

 

 

$

576

 

 

$

1,822

 

 

$

1,638

 

Our share of net income

 

$

314

 

 

$

346

 

 

$

953

 

 

$

943

 

Below are the condensed combined balance sheets (unaudited) for the four above-mentioned LLCs/LPs that were accounted for under the equity method as of September 30, 2023 and December 31, 2022:

 

 

 

September 30,
2023

 

 

December 31,
2022

 

 

 

(amounts in thousands)

 

Net property, including construction in progress

 

$

28,875

 

 

$

29,573

 

Other assets (a.)

 

 

5,310

 

 

 

4,334

 

Total assets

 

$

34,185

 

 

$

33,907

 

 

 

 

 

 

 

 

Other liabilities (a.)

 

$

2,767

 

 

$

2,338

 

Mortgage notes payable, non-recourse to us

 

 

21,357

 

 

 

21,802

 

Advances payable to us (b.)

 

 

-

 

 

 

3,500

 

Equity

 

 

10,061

 

 

 

6,267

 

Total liabilities and equity

 

$

34,185

 

 

$

33,907

 

 

 

 

 

 

 

 

Investments in and advances to LLCs before amounts included in

 

 

 

 

 

 

   accrued expenses and other liabilities

 

$

9,329

 

 

$

9,282

 

   Amounts included in accrued expenses and other liabilities

 

 

(1,730

)

 

 

(1,709

)

Our share of equity in LLCs, net

 

$

7,599

 

 

$

7,573

 

(a.)
Other assets and other liabilities as of September 30, 2023 and December 31, 2022 include approximately $652,000 and $654,000, respectively, of right-of-use land assets and right-of-use land liabilities related to ground leases whereby the LLC/LP is the lessee, with third party lessors, including subsidiaries of UHS.
(b.)
This 7.25% member loan to FTX MOB Phase II, LP had a maturity date of March 1, 2023. Upon the maturity date, the LP repaid $175,000 of the member loan to us and the remaining balance of $3.3 million was converted to an equity contribution by us.

As of September 30, 2023, and December 31, 2022, aggregate principal amounts due on mortgage notes payable by unconsolidated LLCs/LPs, 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

 

9/30/2023

 

 

12/31/2022

 

 

Maturity Date

Brunswick Associates (2.80% fixed rate mortgage loan)

 

$

8,522

 

 

$

8,727

 

 

December, 2030

Grayson Properties II (3.70% fixed rate construction loan) (b.)

 

 

12,835

 

 

 

13,075

 

 

June, 2025

 

 

$

21,357

 

 

$

21,802

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and include a balloon principal payment upon maturity.
(b.)
This construction loan required interest on the outstanding principal balance to be paid on a monthly basis through December 1, 2022. On January 1, 2023, monthly principal and interest payments on this loan commenced.

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 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

15


 

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.

(6) Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued an accounting standard classified under FASB ASC Topic 848, “Reference Rate Reform.” The amendments in this update contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur. Beginning in the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We will continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform to December 31, 2024. ASU 2022-06 is effective immediately for all companies. ASU 2022-06 has no impact on the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2023.

16


 

(7) Lease Accounting

Our results for reporting periods beginning January 1, 2019 are presented under the ASC 842 lease standard. We adopted ASC 842 effective January 1, 2019 under the modified retrospective approach and elected the optional transition method to apply the provisions of ASC 842 as of the adoption date, rather than the earliest period presented. We elected to apply certain adoption related practical expedients for all leases that commenced prior to the election date. This practical expedient allowed us to not separate expenses reimbursed by our customers (“tenant reimbursements”) from the associated rental revenue if certain criteria were met.

As Lessor:

We lease most of our operating properties to customers under agreements that are typically classified as operating leases (as noted below, two of our leases are accounted for as financing arrangements effective on December 31, 2021). We recognize the total minimum lease payments provided for under the operating leases on a straight-line basis over the lease term. Generally, under the terms of our leases, the majority of our rental expenses, including common area maintenance, real estate taxes and insurance, are recovered from our customers. We record amounts reimbursed by customers in the period that the applicable expenses are incurred, which is generally ratably throughout the term of the lease. We have elected the package of practical expedients that allows lessors to not separate lease and non-lease components by class of underlying asset. This practical expedient allowed us to not separate expenses reimbursed by our customers (“tenant reimbursements”) from the associated rental revenue if certain criteria were met. We assessed these criteria and concluded that the timing and pattern of transfer for rental revenue and the associated tenant reimbursements are the same, and for the leases that qualify as operating leases, we accounted for and presented rental revenue and tenant reimbursements as a single component under Lease revenue in our consolidated statements of income for the three and nine months ended September 30, 2023 and 2022.

On December 31, 2021, as a result of the asset purchase and sale transaction with UHS, as amended during the first quarter of 2022, the real estate assets of two wholly-owned subsidiaries of UHS were transferred to us (Aiken and Canyon Creek). As discussed in Note 2, these assets are accounted for as financing arrangements and our consolidated balance sheets at September 30, 2023 and December 31, 2022 reflect financing receivables related to this transaction amounting to $83.4 million and $83.6 million, respectively. Pursuant to the leases, as amended during the first quarter of 2022, the aggregate annual rental during 2023 on the acquired properties, which is payable to us on a monthly basis, amounts to approximately $5.8 million ($4.0 million related to Aiken and $1.8 million related to Canyon Creek). The portion of these lease payments that will be included in our consolidated statements of income, and reflected as interest income on financing leases, is expected to be approximately $5.5 million during the full year of 2023. Lease revenue will not be impacted by the lease payments received related to these two properties.

The components of the “Lease revenue – UHS facilities” and “Lease revenue – Non-related parties” captions for the three and nine month periods ended September 30, 2023 and 2022 are disaggregated below (in thousands). Base rents are primarily stated rent amounts provided for under the leases that are recognized on a straight-line basis over the term of the lease. Bonus rents and tenant reimbursements represent amounts where tenants are contractually obligated to pay an amount that is variable in nature.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

UHS facilities:

 

 

 

 

 

 

 

 

 

 

 

Base rents

$

6,620

 

 

$

6,102

 

 

$

19,400

 

 

$

18,303

 

Bonus rents (a.)

 

725

 

 

 

727

 

 

 

2,219

 

 

 

2,048

 

Tenant reimbursements

 

929

 

 

 

642

 

 

 

2,678

 

 

 

1,940

 

Lease revenue - UHS facilities

$

8,274

 

 

$

7,471

 

 

$

24,297

 

 

$

22,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-related parties:

 

 

 

 

 

 

 

 

 

 

 

Base rents

 

10,542

 

 

 

10,108

 

 

 

31,256

 

 

 

30,352

 

Tenant reimbursements

 

3,384

 

 

 

2,728

 

 

 

9,699

 

 

 

8,312

 

Lease revenue - Non-related parties

$

13,926

 

 

$

12,836

 

 

$

40,955

 

 

$

38,664

 

(a.) Consists of bonus rental earned in connection with McAllen Medical Center.

Disclosures Related to Vacant Facilities:

Vacancies – Specialty Hospitals:

After evaluation of the most suitable future uses for a vacant specialty hospital located in Chicago, Illinois, as well as an effort to reduce its ongoing operating and maintenance expenses, we decided to raze the building. Demolition of the former specialty hospital located

17


 

in Chicago has been substantially completed. Demolition costs were approximately $1.5 million in the aggregate, nearly all of which was incurred as of June 30, 2023. These demolition costs were included in other operating expenses in our consolidated statements of income during the following periods: $332,000 during the fourth quarter of 2022, $265,000 during the first quarter of 2023 and $862,000 during the second quarter of 2023.

Including the above-mentioned demolition costs incurred during the three and nine-months ended September 30, 2023, the operating expenses incurred by us in connection with the property located in Chicago, Illinois, were $129,000 and $1.5 million during the three and nine-months ended September 30, 2023, respectively, (or $129,000 and $401,000 during the three and nine-months ended September 30, 2023, respectively, excluding the demolition costs) as compared to $240,000 and $1.1 million during the three and nine-month periods ended September 30, 2022, respectively.

In addition, the aggregate operating expenses for the two vacant specialty facilities located in Evansville, Indiana, and Corpus Christi, Texas, were approximately $183,000 and $167,000 during the three-month periods ended September 30, 2023 and 2022, respectively, and approximately $572,000 and $540,000 during the nine-month periods ended September 30, 2023 and 2022, respectively.

We continue to market the three above-mentioned properties to third parties. Future operating expenses related to these properties, which are estimated to be approximately $1.3 million in the aggregate during the full year of 2023 (excluding the demolition costs incurred in connection with the property in Chicago, Illinois), will be incurred by us during the time they remain owned and unleased. Should these properties continue to remain owned and unleased for an extended period of time, or should we incur substantial renovation or additional demolition costs to make the properties suitable for other operators/tenants/buyers, our future results of operations could be materially unfavorably impacted.

As Lessee:

We are the lessee with various third parties, including subsidiaries of UHS, in connection with ground leases for land at fifteen of our consolidated properties. Our right-of-use land assets represent our right to use the land for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right-of-use assets and lease liabilities were recognized upon adoption of Topic 842 based on the present value of lease payments over the lease term. We utilized our estimated incremental borrowing rate, which was derived from information available as of January 1, 2019, or the commencement date of the ground lease, whichever is later, in determining the present value of lease payments for active leases on that date. A right-of-use asset and lease liability are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similarly to previous guidance for operating leases. We do not currently have any ground leases with an initial term of 12 months or less. As of September 30, 2023, our condensed consolidated balance sheet includes right-of-use land assets of approximately $11.0 million and ground lease liabilities of approximately $11.0 million. During the first quarter of 2023, the ground lease for the newly constructed and substantially completed Sierra Medical Plaza I commenced and a right-of-use asset and lease liability was recorded in connection with this lease.

 

(8) Debt and Financial Instruments

Debt:

Management routinely monitors and analyzes the Trust’s capital structure in an effort to maintain the targeted balance among capital resources including the level of borrowings pursuant to our revolving credit facility, the level of borrowings pursuant to non-recourse mortgage debt secured by the real property of our properties and our level of equity including consideration of equity issuances. This ongoing analysis considers factors such as the current debt market and interest rate environment, the current/projected occupancy and financial performance of our properties, the current loan-to-value ratio of our properties, the Trust’s current stock price, the capital resources required for anticipated acquisitions and the expected capital to be generated by anticipated divestitures. This analysis, together with consideration of the Trust’s current balance of revolving credit agreement borrowings, non-recourse mortgage borrowings and equity, assists management in deciding which capital resource to utilize when events such as refinancing of specific debt components occur or additional funds are required to finance the Trust’s growth.

On May 15, 2023 we entered into the first amendment to our amended and restated revolving credit agreement ("Credit Agreement") dated as of July 2, 2021 among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The amendment replaced LIBOR rate with term SOFR plus .10% ("adjusted term SOFR") as an alternative benchmark rate for purposes under the Credit Agreement for settings of benchmark rates that occur on or after the closing date in accordance with the benchmark replacement provisions set forth in the Credit Agreement.

On July 2, 2021, we entered into an amended and restated Credit Agreement to amend and restate the previously existing $350 million credit agreement, as amended and dated June 5, 2020. Among other things, under the Credit Agreement, our aggregate revolving credit commitment was increased to $375 million from $350 million. The Credit Agreement, which is scheduled to mature on July 2, 2025, provides for a revolving credit facility in an aggregate principal amount of $375 million, including a $40 million sublimit for letters of credit and a $30 million sublimit for swingline/short-term loans. Under the terms of the Credit Agreement, we may request that the revolving line of credit be increased by up to an additional $50 million. Borrowings under the new facility are guaranteed by certain

18


 

subsidiaries of the Trust. In addition, borrowings under the new facility are secured by first priority security interests in and liens on all equity interests in most of the Trust’s wholly-owned subsidiaries.

Borrowings under the Credit Agreement will bear interest annually at a rate equal to, at our option, at adjusted term SOFR for either one, three, or six months or the Base Rate, plus in either case, a specified margin depending on our total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin prior to the first amendment ranges from 1.10% to 1.35% for LIBOR loans and 0.10% to 0.35% for Base Rate loans. The initial applicable margin after the first amendment is 1.20% for adjusted term SOFR loans and 0.20% for Base Rate loans. The Credit Agreement, as amended by the first amendment, defines “Base Rate” as the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month adjusted term SOFR plus 1%. The Trust will also pay a quarterly revolving facility fee ranging from 0.15% to 0.35% (depending on the Trust’s total leverage ratio) on the committed amount of the Credit Agreement. The Credit Agreement also provides for options to extend the maturity date and borrowing availability for two additional six-month periods.

The margins over adjusted term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2023, the applicable margin over the adjusted term SOFR rate was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%.

At September 30, 2023, we had $321.5 million of outstanding borrowings and $3.1 million of letters of credit outstanding under our Credit Agreement. We had $50.4 million of available borrowing capacity, net of the outstanding borrowings and letters of credit outstanding as of September 30, 2023. There are no compensating balance requirements. At December 31, 2022, we had $298.1 million of outstanding borrowings, $3.1 million of outstanding letters of credit and $73.8 million of available borrowing capacity.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on certain indebtedness, liens, acquisitions and other investments, fundamental changes, asset dispositions and dividends and other distributions. The Credit Agreement also contains restrictive covenants regarding the Trust’s ratio of total debt to total assets, the fixed charge coverage ratio, the ratio of total secured debt to total asset value, the ratio of total unsecured debt to total unencumbered asset value, and minimum tangible net worth, as well as customary events of default, the occurrence of which may trigger an acceleration of amounts then outstanding under the Credit Agreement. We are in compliance with all of the covenants in the Credit Agreement at September 30, 2023, and were in compliance with all of the covenants of the Credit Agreement at December 31, 2022. We also believe that we would remain in compliance if, based on the assumption that the majority of the potential new borrowings will be used to fund investments, the full amount of our commitment was borrowed.

The following table includes a summary of the required compliance ratios, giving effect to the covenants contained in the Credit Agreement (dollar amounts in thousands):

 

 

Covenant

 

September 30,
2023

 

December 31,
2022

 

Tangible net worth

 

> =$125,000

 

$

200,658

 

$

219,654

 

Total leverage

 

< 60%

 

 

44.5

%

 

42.9

%

Secured leverage

 

< 30%

 

 

4.9

%

 

5.6

%

Unencumbered leverage

 

< 60%

 

 

44.2

%

 

41.8

%

Fixed charge coverage

 

> 1.50x

 

3.3x

 

4.3x

 

 

 

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As indicated on the following table, we have various mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of September 30, 2023 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

2704 North Tenaya Way fixed rate mortgage loan (b.)

 

$

6,121

 

 

 

4.95

%

 

November, 2023

Summerlin Hospital Medical Office Building III fixed
   rate mortgage loan (c.)

 

 

12,345

 

 

 

4.03

%

 

April, 2024

Tuscan Professional Building fixed rate mortgage loan

 

 

1,229

 

 

 

5.56

%

 

June, 2025

Phoenix Children’s East Valley Care Center fixed rate
   mortgage loan

 

 

7,999

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,836

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

39,530

 

 

 

 

 

 

     Less net financing fees

 

 

(215

)

 

 

 

 

 

     Plus net debt premium

 

 

4

 

 

 

 

 

 

Total mortgages notes payable, non-recourse to us, net

 

$

39,319

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
Upon the November 1, 2023 maturity date, this loan was fully repaid utilizing borrowings under our Credit Agreement.
(c.)
This loan is scheduled to mature within the next twelve months at which time we will either refinance pursuant to a new mortgage loan or repay the mortgage balance in full utilizing borrowings under our Credit Agreement.

On January 3, 2023, the $4.2 million fixed rate mortgage loan on Desert Valley Medical Center was fully repaid utilizing borrowings under our Credit Agreement.

At September 30, 2023 and December 31, 2022, we had various mortgages, all of which were non-recourse to us, included in our condensed consolidated balance sheet. The mortgages are secured by the real property of the buildings as well as property leases and rents. The mortgages outstanding as of September 30, 2023, had a combined carrying value of approximately $39.5 million and a combined fair value of approximately $36.7 million. The mortgages outstanding as of December 31, 2022, had a combined carrying value of approximately $45.0 million and a combined fair value of approximately $43.2 million. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosure in connection with debt instruments. Changes in market rates on our fixed rate debt impacts the fair value of debt, but it has no impact on interest incurred or cash flow.

Financial Instruments:

In March 2020, we entered into an interest rate swap agreement on a total notional amount of $55 million with a fixed interest rate of 0.565% that we designated as a cash flow hedge. The interest rate swap became effective on March 25, 2020 and is scheduled to mature on March 25, 2027. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If one-month term SOFR is above 0.505%, the counterparty pays us, and if one-month term SOFR is less than 0.505%, we pay the counterparty, the difference between the fixed rate of 0.505% and one-month term SOFR.

In January 2020, we entered into an interest rate swap agreement on a total notional amount of $35 million with a fixed interest rate of 1.4975% that we designated as a cash flow hedge. The interest rate swap became effective on January 15, 2020 and is scheduled to mature on September 16, 2024. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If the one-month term SOFR is above 1.41%, the counterparty pays us, and if the one-month term SOFR is less than 1.41%, we pay the counterparty, the difference between the fixed rate of 1.41% and one-month term SOFR.

During the third quarter of 2019, we entered into an interest rate swap agreement on a total notional amount of $50 million with a fixed interest rate of 1.144% that we designated as a cash flow hedge. The interest rate swap became effective on September 16, 2019 and is scheduled to mature on September 16, 2024. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If one-month term SOFR is above 1.064%, the counterparty pays us, and if one-month term SOFR is less than 1.064%, we pay the counterparty, the difference between the fixed rate of 1.064% and one-month term SOFR.

We measure our interest rate swaps at fair value on a recurring basis. The fair value of our interest rate swaps is based on quotes from third parties. We consider those inputs to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with derivative instruments and hedging activities. At September 30, 2023, the fair value of our interest rate swaps was a net asset of $10.5 million which is included in deferred charges and other assets on the accompanying condensed consolidated balance sheet. During the third quarter of 2023, we received approximately $1.6 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2023, we received approximately $4.3 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. From inception of the swap agreements

20


 

through September 30, 2023 we paid or accrued approximately $2.5 million to the counterparty, offset by approximately $5.9 million in receipts from the counterparty, adjusted for accruals, pursuant to the terms of the swap. During the third quarter of 2022, we paid or accrued approximately $3,000 to the counterparty, offset by $428,000 in receipts from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2022, we paid or accrued approximately $414,000 to the counterparty, offset by $463,000 in receipts from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either an asset or a liability, with a corresponding amount recorded in accumulated other comprehensive income (“AOCI”) within shareholders’ equity. Amounts are reclassified from AOCI to the income statement in the period or periods the hedged transaction affects earnings. We do not expect any gains or losses on our interest rate swaps to be reclassified to earnings in the next twelve months.

(9) Segment Reporting

Our primary business is investing in and leasing healthcare and human service facilities through direct ownership or through joint ventures, which aggregate into a single reportable segment. We actively manage our portfolio of healthcare and human service facilities and may from time to time make decisions to sell lower performing properties not meeting our long-term investment objectives. The proceeds of sales are typically reinvested in new developments or acquisitions, which we believe will meet our planned rate of return. It is our intent that all healthcare and human service facilities will be owned or developed for investment purposes. Our revenue and net income are generated from the operation of our investment portfolio.

Our portfolio is located throughout the United States, however, we do not distinguish or group our operations on a geographical basis for purposes of allocating resources or measuring performance. We review operating and financial data for each property on an individual basis; therefore, we define an operating segment as our individual properties. Individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the facilities, tenants and operational processes, as well as long-term average financial performance. No individual property meets the requirements necessary to be considered its own segment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a real estate investment trust (“REIT”) that commenced operations in 1986. We invest in healthcare and human service related facilities currently including acute care hospitals, behavioral health care hospitals, specialty facilities, free-standing emergency departments, childcare centers and medical/office buildings. As of November 1, 2023, we have seventy-seven real estate investments or commitments located in twenty-one states consisting of:

six hospital facilities consisting of three acute care hospitals and three behavioral health care hospitals;
four free-standing emergency departments (“FEDs”);
sixty medical/office buildings, including four owned by unconsolidated limited liability companies (“LLCs”)/limited liability partnerships (“LPs”);
four preschool and childcare centers;
two specialty facilities that are currently vacant, and;
one vacant parcel of land located in Chicago, Illinois.

Forward Looking Statements and Certain Risk Factors

You should carefully review all of the information contained in this Quarterly Report, and should particularly consider any risk factors that we set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, this Quarterly Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the “SEC”). In this Quarterly Report, we state our beliefs of future events and of our future financial performance. This Quarterly Report contains “forward-looking statements” that reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, or the negative of those words and expressions, as well as statements in future tense, identify forward-looking statements. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks described elsewhere herein and in our Annual Report on Form 10-K for the year ended December 31, 2022 in Item 1A Risk Factors and in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward Looking Statements and in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward Looking Statements and Certain Risk Factors, as included herein. Those factors may cause our actual results to differ materially from any of our forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or our good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Such factors include, among other things, the following:

Future operations and financial results of our tenants, and in turn ours, could be materially impacted by numerous factors and future developments. Such factors and developments include, but are not limited to, the impact of the COVID-19 pandemic; changes in patient volumes and payer mix caused by deteriorating macroeconomic conditions (including increases in uninsured and underinsured patients as the result of business closings and layoffs); potential disruptions to clinical staffing and shortages and disruptions related to supplies required for our tenants’ employees and patients, including equipment, pharmaceuticals and medical supplies, potential increases to expenses incurred by our tenants related to staffing, supply chain or other expenditures; the impact of our indebtedness and the ability to refinance such indebtedness on acceptable terms; disruptions in the financial markets and the business of financial institutions which could impact our ability to access capital or increase associated borrowing costs; and changes in general economic conditions nationally and regionally in the markets our properties are located, including higher sustained rates of unemployment and underemployment levels and reduced consumer spending and confidence.
The nationwide shortage of nurses and other clinical staff and support personnel has been a significant operating issues facing our healthcare provider tenants, including UHS. In some areas, the labor scarcity is putting a strain on the resources of our tenants and their staff, which has required them to utilize higher-cost temporary labor and pay premiums above standard compensation for essential workers. In addition to significantly increasing the labor cost of our tenants, the healthcare staffing shortage could also require the operators of our hospital facilities to limit the services provided which would have an adverse effect on their operating revenues. There may be significant declines in future bonus rental revenue earned on one acute care hospital leased to a subsidiary of UHS to the extent that the hospital experiences significant declines

22


 

in patient volumes and revenues. These factors may result in the inability or unwillingness on the part of some of our tenants to make timely payment of their rent to us at current levels or to seek to amend or terminate their leases which, in turn, would have an adverse effect on our occupancy levels and our revenue and cash flow and the value of our properties, and potentially, our ability to maintain our dividend at current levels.
Recent legislation has provided grant funding to hospitals and other healthcare providers to assist them during the COVID-19 pandemic. There can be no assurance as to the total amount of financial and other types of assistance our tenants will receive under this legislation or how it will affect operations of our tenants’ competitors. There can be no assurance as to whether our tenants would be required to repay any previously granted funding, due to noncompliance with grant terms or otherwise. Moreover, we are unable to assess the extent to which anticipated negative impacts on our tenants (and, in turn, us) arising from the COVID-19 pandemic will be offset by amounts or benefits received or to be received under reimbursement policies and regulatory flexibilities favorable to providers during the Public Health Emergency (“PHE”) declared in response to the COVID-19 pandemic. Although the federal government had previously declared COVID-19 a national emergency, that declaration expired on May 11, 2023. At that time, many of the favorable payment provisions available to our tenants during the declared national emergency ended, as they were only available for the duration of the PHE. Most states have ended their state-level emergency declarations. We cannot predict whether the loss of any such favorable conditions available to providers during the declared PHE will ultimately have a negative financial impact on our tenants (and in turn, us).
In 2021, the rate of inflation in the United States began to increase and has since risen to levels not experienced in over 40 years. Our tenants are experiencing inflationary pressures, primarily in personnel costs, and we anticipate impacts on other cost areas within the next twelve months. The extent of any future impacts from inflation on our tenants’ businesses and results of operations will be dependent upon how long the elevated inflation levels persist and the extent to which the rate of inflation further increases, if at all, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, expenses of our tenants, and our direct operating expenses that are not passed on to our tenants, could increase faster than anticipated and may require utilization of our and our tenants’ capital resources sooner than expected. Further, given the complexities of the reimbursement landscape in which our tenants operate, their payers may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts. This may impact their ability and willingness to make rental payments.
The increased interest rates on our borrowings and increased construction costs could affect our ability to make additional attractive investments. As such, the effects of inflation may unfavorably impact our future expenses and rental revenue and may potentially have a negative impact on the future lease renewal terms, the underlying value of our properties, our ability to access the capital markets on favorable terms and to grow our portfolio and the value of our common shares.
On September 30, 2023, a continuing resolution was passed by the federal government which provided for temporary funding of the federal government for 45 days; scheduled to expire on November 17, 2023. We cannot predict whether or not there will be future legislation averting a federal government shutdown, however, the operating results and results of operations of certain of our tenants, and therefore potentially ours, could be materially unfavorably impacted by a federal government shutdown.
A substantial portion of our revenues are dependent upon one operator, UHS, which comprised approximately 41% of our consolidated revenues for the three and nine-month periods ended September 30, 2023 and 2022. As previously disclosed, on December 31, 2021, a wholly-owned subsidiary of UHS purchased the real estate assets of Inland Valley Campus of Southwest Healthcare System from us and in exchange, transferred the real estate assets of Aiken Regional Medical Center and Canyon Creek Behavioral Health to us. These transactions were approved by the Independent Trustees of our Board, as well as the UHS Board of Directors. The aggregate annual rental rate during 2023 pursuant to the leases, as amended, for the two facilities transferred to us is approximately $5.8 million; there is no bonus rent component applicable to either of these leases. Please see Note 7 to the condensed consolidated financial statements - Lease Accounting, for additional information related to this asset purchase and sale transaction between us and UHS.
We cannot assure you that subsidiaries of UHS will renew the leases on the hospital facilities and free-standing emergency departments, upon the scheduled expirations of the existing lease terms. In addition, if subsidiaries of UHS exercise their options to purchase the respective leased hospital facilities and FEDs, and do not enter into a substitution arrangement upon expiration of the lease terms or otherwise, our future revenues and results of operations could decrease if we were unable to earn a favorable rate of return on the sale proceeds received, as compared to the rental revenue currently earned pursuant to these leases. Please see Note 2 to the consolidated financial statements - Relationship with Universal Health Services, Inc. (“UHS”) and Related Party Transactions, for additional information related to a lease renewal between us and Wellington Regional Medical Center, a wholly-owned subsidiary of UHS.

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In certain of our markets, the general real estate market has been unfavorably impacted by increased competition/capacity and decreases in occupancy and rental rates which may adversely impact our operating results and the underlying value of our properties.
A number of legislative initiatives have recently been passed into law that may result in major changes in the health care delivery system on a national or state level to the operators of our facilities, including UHS. No assurances can be given that the implementation of these new laws will not have a material adverse effect on the business, financial condition or results of operations of our operators.
The potential indirect impact of the Tax Cuts and Jobs Act of 2017, signed into law on December 22, 2017, which makes significant changes to corporate and individual tax rates and calculation of taxes, which could potentially impact our tenants and jurisdictions, both positively and negatively, in which we do business, as well as the overall investment thesis for REITs.
A subsidiary of UHS is our Advisor and our officers are all employees of a wholly-owned subsidiary of UHS, which may create the potential for conflicts of interest.
Lost revenues resulting from the exercise of purchase options, lease expirations and renewals and other transactions (see Note 7 to the condensed consolidated financial statements – Lease Accounting for additional disclosure related to lease expirations and subsequent vacancies that occurred during the second and third quarters of 2019 and the fourth quarter of 2021 on three specialty hospital facilities; the demolition of one of these facilities was substantially completed during the second quarter of 2023).
Potential unfavorable tax consequences and reduced income resulting from an inability to complete, within the statutory timeframes, anticipated tax deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code, if, and as, applicable from time-to-time.
The potential unfavorable impact on our business of the deterioration in national, regional and local economic and business conditions, including a worsening of credit and/or capital market conditions, which may adversely affect our ability to obtain capital which may be required to fund the future growth of our business and refinance existing debt with near term maturities.
A deterioration in general economic conditions which may result in increases in the number of people unemployed and/or insured and likely increase the number of individuals without health insurance. Under these circumstances, the operators of our facilities may experience declines in patient volumes which could result in decreased occupancy rates at our medical office buildings.
A worsening of the economic and employment conditions in the United States would likely materially affect the business of our operators, including UHS, which would likely unfavorably impact our future bonus rental revenue (on one UHS hospital facility) and may potentially have a negative impact on the future lease renewal terms and the underlying value of the hospital properties.
The outcome and effects of known and unknown litigation, government investigations, and liabilities and other claims asserted against us, UHS or the other operators of our facilities. UHS and its subsidiaries are subject to legal actions, purported shareholder class actions and shareholder derivative cases, governmental investigations and regulatory actions and the effects of adverse publicity relating to such matters. Since UHS comprised approximately 41% of our consolidated revenues during the three and nine months ended September 30, 2023, and since a subsidiary of UHS is our Advisor, you are encouraged to obtain and review the disclosures contained in the Legal Proceedings section of Universal Health Services, Inc.’s Forms 10-Q and 10-K, as publicly filed with the Securities and Exchange Commission. Those filings are the sole responsibility of UHS and are not incorporated by reference herein.
Failure of UHS or the other operators of our hospital facilities to comply with governmental regulations related to the Medicare and Medicaid licensing and certification requirements could have a material adverse impact on our future revenues and the underlying value of the property.
Real estate market factors, including without limitation, the supply and demand of office space and market rental rates, changes in interest rates as well as an increase in the development of medical office condominiums in certain markets.
The impact of property values and results of operations of severe weather conditions, including the effects of hurricanes.
Government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs.
The issues facing the health care industry that affect the operators of our facilities, including UHS, such as: changes in, or the ability to comply with, existing laws and government regulations; unfavorable changes in the levels and terms of reimbursement by third party payers or government programs, including Medicare (including, but not limited to, the potential unfavorable impact of future reductions to Medicare reimbursements resulting from the Budget Control Act of 2011, as discussed in the next bullet point below) and Medicaid (most states have reported significant budget deficits that

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have, in the past, resulted in the reduction of Medicaid funding to the operators of our facilities, including UHS); demographic changes; the ability to enter into managed care provider agreements on acceptable terms; an increase in uninsured and self-pay patients which unfavorably impacts the collectability of patient accounts; decreasing in-patient admission trends; technological and pharmaceutical improvements that may increase the cost of providing, or reduce the demand for, health care, and; the ability to attract and retain qualified medical personnel, including physicians.
The Budget Control Act of 2011 imposed annual spending limits for most federal agencies and programs aimed at reducing budget deficits by $917 billion between 2012 and 2021, according to a report released by the Congressional Budget Office. Among its other provisions, the law established a bipartisan Congressional committee, known as the Joint Select Committee on Deficit Reduction (the “Joint Committee”), which was tasked with making recommendations aimed at reducing future federal budget deficits by an additional $1.5 trillion over 10 years. The Joint Committee was unable to reach an agreement by the November 23, 2011 deadline and, as a result, across-the-board cuts to discretionary, national defense and Medicare spending were implemented on March 1, 2013 resulting in Medicare payment reductions of up to 2% per fiscal year with a uniform percentage reduction across all Medicare programs. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, continued the 2% reductions to Medicare reimbursement imposed under the Budget Control Act of 2011. Recent legislation suspended payment reductions through December 31, 2021 in exchange for extended cuts through 2030. Subsequent legislation extended the payment reduction suspension through March 31, 2022, with a 1% payment reduction from then until June 30, 2022 and the full 2% payment reduction thereafter. The most recent legislation extended these reductions through 2032. We cannot predict whether Congress will restructure the implemented Medicare payment reductions or what other federal budget deficit reduction initiatives may be proposed by Congress going forward. We also cannot predict the effect these enactments will have on the operators of our properties (including UHS), and thus, our business.
An increasing number of legislative initiatives have been passed into law that may result in major changes in the health care delivery system on a national or state level. Legislation has already been enacted that has eliminated the penalty for failing to maintain health coverage that was part of the original Patient Protection and Affordable Care Act (the “ACA”). President Biden has undertaken and is expected to undertake executive actions that will strengthen the ACA and may reverse the policies of the prior administration. To date, the Biden administration has issued executive orders implementing a special enrollment period permitting individuals to enroll in health plans outside of the annual open enrollment period and reexamining policies that may undermine the ACA or the Medicaid program. The American Rescue Plan Act of 2021's expansion of subsidies to purchase coverage through an exchange, which the Inflation Reduction Act of 2022, passed on August 16, 2022, continues through 2025, is anticipated to increase exchange enrollment. It is also anticipated that these policies, to the extent that they remain as implemented, may create additional cost and reimbursement pressures on hospitals, including ours. In addition, while attempts to repeal the entirety of the ACA have not been successful to date, a key provision of the ACA was eliminated as part of the Tax Cuts and Jobs Act and on December 14, 2018, a federal U.S. District Court Judge in Texas ruled the entire ACA is unconstitutional. That ruling was ultimately appealed to the United States Supreme Court, which decided in California v. Texas that the plaintiffs in the matter lacked standing to bring their constitutionality claims. On September 7, 2022, the Legislation faced its most recent challenge when a Texas Federal District Court judge, in the case of Braidwood Management v. Becerra, ruled that certain Legislation provisions violate the Appointments Clause of the U.S. Constitution and the Religious Freedom Restoration Act. The government has appealed the decision to the U.S. Circuit Court of Appeals for the Fifth Circuit. Any future efforts to challenge, replace or replace the Legislation or expand or substantially amend its provision is unknown.
There can be no assurance that if any of the announced or proposed changes described above are implemented there will not be negative financial impact on the operators of our hospitals, which material effects may include a potential decrease in the market for health care services or a decrease in the ability of the operators of our hospitals to receive reimbursement for health care services provided which could result in a material adverse effect on the financial condition or results of operations of the operators of our properties, and, thus, our business.
Competition for properties include, but are not limited to, other REITs, private investors and firms, banks and other companies, including UHS. In addition, we may face competition from other REITs for our tenants.
The operators of our facilities face competition from other health care providers, including physician owned facilities and other competing facilities, including certain facilities operated by UHS but the real property of which is not owned by us. Such competition is experienced in markets including, but not limited to, McAllen, Texas, the site of our McAllen Medical Center, a 370-bed acute care hospital.
Changes in, or inadvertent violations of, tax laws and regulations and other factors that can affect REITs and our status as a REIT, including possible future changes to federal tax laws that could materially impact our ability to defer gains on divestitures through like-kind property exchanges.

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The individual and collective impact of the changes made by the CARES Act on REITs and their security holders are uncertain and may not become evident for some period of time; it is also possible additional legislation could be enacted in the future as a result of the COVID-19 pandemic which may affect the holders of our securities.
Should we be unable to comply with the strict income distribution requirements applicable to REITs, utilizing only cash generated by operating activities, we would be required to generate cash from other sources which could adversely affect our financial condition.
Our ownership interest in four LLCs/LPs in which we hold non-controlling equity interests. In addition, 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 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. Please see Note 5 to the condensed consolidated financial statements – Summarized Financial Information of Equity Affiliates for additional disclosure related to a fourth quarter, 2021 transaction between us and the minority partner in Grayson Properties, LP.
Fluctuations in the value of our common stock, which, among other things could be affected by the current increasing interest rate environment.
Other factors referenced herein or in our other filings with the Securities and Exchange Commission.

Given these uncertainties, risks and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Our actual results and financial condition, including the operating results of our lessees and the facilities leased to subsidiaries of UHS, could differ materially from those expressed in, or implied by, the forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to publicly update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except as may be required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies or estimates from those disclosed in our 2022 Annual Report on Form 10-K.

Results of Operations

During the three-month period ended September 30, 2023, net income was $3.9 million, as compared to $4.8 million during the third quarter of 2022. The $976,000 decrease was attributable to:

a decrease of $1.6 million resulting from an increase in interest expense due to increases in our average borrowing rate and average outstanding borrowings, and;
a net increase of $672,000 resulting from an aggregate net increase in the income generated at various properties.

During the nine-month period ended September 30, 2023, net income was $11.8 million, as compared to $15.5 million during the nine-month period ended September 30, 2022. The $3.7 million decrease was attributable to:

a decrease of $4.9 million resulting from an increase in interest expense due to increases in our average borrowing rate and average outstanding borrowings;
a decrease of $1.1 million resulting from demolition expenses incurred during the first nine months of 2023 related to the property located in Chicago, Illinois, and;
a net increase of $2.4 million resulting from an aggregate net increase in the income generated at various properties, including a reduction of $686,000 in the non-demolition related operating expenses incurred in connection with the property located in Chicago.

Revenues increased $2.1 million, or 9.4%, to $24.2 million during the three-month period ended September 30, 2023, as compared to $22.2 million during the three-month period ended September 30, 2022. The increase during the third quarter of 2023, as compared to

26


 

the third quarter of 2022, was primarily due to an aggregate net increase generated at various properties, including the revenues generated at a newly constructed and recently opened MOB located in Reno, Nevada, and the newly acquired MOB located in McAllen, Texas.

Revenues increased $4.8 million, or 7.2%, to $71.3 million during the nine-month period ended September 30, 2023, as compared to $66.5 million during the nine-month period ended September 30, 2022. The increase during the first nine months of 2023, as compared to the first nine months of 2022, was primarily due to an aggregate net increase generated at various properties, including the revenues generated at a newly constructed and recently opened MOB located in Reno, Nevada, and the newly acquired MOB located in McAllen, Texas.

A large portion of the expenses associated with our consolidated medical office buildings is passed on directly to the tenants either directly as tenant reimbursements of common area maintenance expenses or included in base rental amounts. Tenant reimbursements for operating expenses are accrued as revenue in the same period the related expenses are incurred and are included as lease revenue in our condensed consolidated statements of income.

Included in our other operating expenses (excluding ground lease expenses) are expenses related to the consolidated medical office buildings and three vacant properties (the demolition of one of these vacant properties was substantially completed during the second quarter of 2023) amounting to $7.1 million during the third quarter of 2023 and $6.1 million during the third quarter of 2022. The $1.0 million increase in other operating expenses related to these facilities during the third quarter of 2023, as compared to the third quarter of 2022, was due to net increases experienced at various properties, including the impact of the recently opened MOB located in Reno, Nevada.

Other operating expenses related to the consolidated medical office buildings and three vacant specialty facilities, as applicable, totaled $20.0 million (excluding $1.1 million of demolition expenses incurred during the nine months ended September 30, 2023) and $18.1 million for the nine-month periods ended September 30, 2023 and 2022, respectively. The $1.9 million increase in our other operating expenses during the first nine months of 2023, as compared to the first nine months of 2022, was primarily due to increases experienced at various properties, including the impact of the recently opened MOB located in Reno, Nevada.

Funds from operations (“FFO”) is a widely recognized measure of performance for Real Estate Investment Trusts (“REITs”). We believe that FFO and FFO per diluted share, which are non-GAAP financial measures, are helpful to our investors as measures of our operating performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we interpret the definition. FFO adjusts for the effects of certain items, such as gains on transactions that occurred during the periods presented. To the extent a REIT recognizes a gain or loss with respect to the sale of incidental assets, the REIT has the option to exclude or include such gains and losses in the calculation of FFO. We have opted to exclude gains and losses from sales of incidental assets in our calculation of FFO, if and when applicable. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income determined in accordance with GAAP. In addition, FFO should not be used as: (i) an indication of our financial performance determined in accordance with GAAP; (ii) an alternative to cash flow from operating activities determined in accordance with GAAP; (iii) a measure of our liquidity, or; (iv) an indicator of funds available for our cash needs, including our ability to make cash distributions to shareholders.

Below is a reconciliation of our reported net income to FFO for the three and nine-month periods ended September 30, 2023 and 2022 (in thousands):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

3,872

 

 

$

4,848

 

 

$

11,807

 

 

$

15,471

 

Depreciation and amortization expense on consolidated
   investments

 

 

7,012

 

 

 

6,658

 

 

 

20,479

 

 

 

20,046

 

Depreciation and amortization expense on unconsolidated
   affiliates

 

 

309

 

 

 

295

 

 

 

900

 

 

 

885

 

Funds From Operations

 

$

11,193

 

 

$

11,801

 

 

$

33,186

 

 

$

36,402

 

Weighted average number of shares outstanding - Diluted

 

 

13,822

 

 

 

13,801

 

 

 

13,811

 

 

 

13,792

 

Funds From Operations per diluted share

 

$

0.81

 

 

$

0.86

 

 

$

2.40

 

 

$

2.64

 

Our FFO decreased $608,000 during the third quarter of 2023, as compared to the third quarter of 2022. The net decrease was primarily due to: (i) a decrease in net income of $976,000, as discussed above, offset by; (ii) a $368,000 increase in depreciation and amortization expense incurred by our consolidated and unconsolidated affiliates.

Our FFO decreased $3.2 million during the first nine months of 2023, as compared to the first nine months of 2022. The net decrease was primarily due to: (i) a decrease in net income of $3.7 million, as discussed above, offset by; (ii) a $448,000 increase in depreciation and amortization expense incurred by our consolidated and unconsolidated affiliates.

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Other Operating Results

Interest Expense:

As reflected in the schedule below, interest expense was $4.5 million and $2.8 million during the three-month periods ended September 30, 2023 and 2022, respectively, and $12.3 million and $7.4 million during the nine-month periods ended September 30, 2023 and 2022, respectively (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months
Ended
September 30,
2023

 

 

Three Months
Ended
September 30,
2022

 

 

Nine Months
Ended
September 30,
2023

 

 

Nine Months
Ended
September 30,
2022

 

Revolving credit agreement

 

$

5,408

 

 

$

2,641

 

 

$

14,892

 

 

$

5,359

 

Mortgage interest

 

 

429

 

 

 

543

 

 

 

1,301

 

 

 

1,739

 

Interest rate swaps income, net (a.)

 

 

(1,547

)

 

 

(411

)

 

 

(4,190

)

 

 

(37

)

Amortization of financing fees

 

 

188

 

 

 

177

 

 

 

536

 

 

 

538

 

Amortization of fair value of debt

 

 

(12

)

 

 

(13

)

 

 

(36

)

 

 

(39

)

Capitalized interest on major projects

 

 

-

 

 

 

(97

)

 

 

(149

)

 

 

(153

)

Other interest

 

 

1

 

 

 

(21

)

 

 

(14

)

 

 

1

 

Interest expense, net

 

$

4,467

 

 

$

2,819

 

 

$

12,340

 

 

$

7,408

 

(a.)
Represents interest paid (to us)/by us to the counterparties pursuant to three interest rate swaps with a combined notional amount of $140 million.

Interest expense increased by $1.6 million during the three-month period ended September 30, 2023, as compared to the comparable period of 2022, due primarily to: (i) a $2.8 million increase in the interest expense on our revolving credit agreement primarily resulting from increases in our average cost of borrowings (6.89% average effective rate during the third quarter of 2023, as compared to 3.71% average effective rate during the comparable quarter of 2022) and in our average outstanding borrowings ($311.4 million during the three months ended September 30, 2023 as compared to $282.4 million in the comparable quarter of 2022); (ii) a $97,000 increase due to a decrease in capitalized interest on a major project that was substantially completed during the first quarter of 2023; (iii) a $34,000 net increase in other combined interest expenses, partially offset by; (iv) a $1.1 million favorable change in interest rate swap income, and; (v) a $114,000 decrease in mortgage interest expense.

Interest expense increased by $4.9 million during the nine-month period ended September 30, 2023, as compared to the comparable period of 2022, due primarily to: (i) a $9.5 million increase in the interest expense on our revolving credit agreement primarily resulting from increases in our average cost of borrowings (6.52% average effective rate during the first nine months of 2023, as compared to 2.61% average effective rate during the comparable nine months of 2022) and in our average outstanding borrowings ($305.4 million during the nine months ended September 30, 2023 as compared to $274.7 million in the comparable nine-month period of 2022), partially offset by; (ii) a $4.2 million favorable change in interest rate swap income; (iii) a $438,000 decrease in mortgage interest expense, and; (iv) a $10,000 decrease in other interest expenses.

Disclosures Related to Certain Facilities

Please refer to Note 7 to the consolidated financial statements - Lease Accounting, for additional information regarding certain of our vacant specialty hospital facilities consisting of Evansville, Indiana; Corpus Christi, Texas, and; Chicago, Illinois.

 

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Liquidity and Capital Resources

Net cash provided by operating activities

Net cash provided by operating activities was $32.5 million during the nine-month period ended September 30, 2023 as compared to $34.5 million during the comparable period of 2022. The $2.0 million net decrease was attributable to:

an unfavorable change of $3.2 million due to a decrease in net income plus/minus the adjustments to reconcile net income to net cash provided by operating activities (depreciation and amortization, amortization related to above/below market leases, amortization of debt premium, amortization of deferred financing costs and stock-based compensation), as discussed above;
a favorable change of $825,000 in lease receivable;
a favorable change of $531,000 in tenant reserves, deposits and deferred and prepaid rents, and;
other combined net unfavorable changes of $144,000.

Net cash used in investing activities

Net cash used in investing activities was $19.8 million during the first nine months of 2023 as compared to $31.2 million during the first nine months of 2022.

During the nine-month period ended September 30, 2023 we funded: (i) $12.2 million in additions to real estate investments including construction costs related to the Sierra Medical Plaza I medical office building located in Reno, Nevada, that was substantially completed during the first quarter of 2023, as well as tenant improvements at various MOBs; (ii) $7.6 million, including transaction costs, on the August, 2023 acquisition of the McAllen Doctor's Center medical office building, as discussed in Note 4 to the consolidated financial statements–Acquisitions and Divestitures, and; (iii) $4.1 million in equity investments in unconsolidated LLCs. In addition, during the nine months ended September 30, 2023, we received: (i) $531,000 of cash in excess of income from LLCs, and; (ii) $3.5 million of repayments of an advance we had provided to an unconsolidated LLC during 2021.

During the nine-month period ended September 30, 2022 we funded: (i) $13.6 million, including transaction costs, on the acquisitions of the Beaumont Heart and Vascular Center in March, 2022, and; the 140 Thomas Johnson Drive medical office building in January, 2022, as discussed in Note 4 to the consolidated financial statements–Acquisitions and Divestitures; (ii) $16.7 million in additions to real estate investments including construction costs related to the Sierra Medical Plaza I medical office building located in Reno, Nevada, that was substantially completed during the first quarter of 2023, as well as tenant improvements at various MOBs, and; (iii) $1.3 million as part of the asset purchase and sale agreement with UHS, as discussed in Note 2 to the consolidated financial statements-Relationship with UHS and Related Party Transactions, and; (iv) $94,000 in equity investments in unconsolidated LLCs.. In addition, during the nine-months ended September 30, 2022, we received approximately $516,000 of cash in excess of income from LLCs.

Net cash used in financing activities

Net cash used in financing activities was $11.9 million during the nine months ended September 30, 2023, as compared to $17.7 million during the nine months ended September 30, 2022.

During the nine-month period ended September 30, 2023, we paid: (i) $5.4 million on mortgage notes payable that are non-recourse to us, including a $4.2 million repayment of a fixed rate mortgage loan that matured during the first quarter of 2023; (ii) $222,000 of financing costs related to the amendment to our revolving credit agreement, and; (iii) $29.8 million of dividends, including $58,000 of previously accrued dividends. Additionally, during the nine months ended September 30, 2023, we received: (i) $23.4 million of net borrowings on our revolving credit agreement, and; (ii) $118,000 of net cash from the issuance of shares of beneficial interest.

During the nine-month period ended September 30, 2022, we paid: (i) $6.7 million on mortgage notes payable that are non-recourse to us, including a $5.1 million repayment of a fixed rate mortgage loan that matured during the second quarter of 2022; (ii) $26,000 of financing costs related to the revolving credit agreement, and; (iii) $29.3 million of dividends, including $60,000 of previously accrued dividends. Additionally, during the nine months ended September 30, 2022, we received: (i) $18.2 million of net borrowings on our revolving credit agreement, and; (ii) $136,000 of net cash from the issuance of shares of beneficial interest.

Additional cash flow and dividends paid information for the nine-month periods ended September 30, 2023 and 2022:

As indicated on our condensed consolidated statement of cash flows, we generated net cash provided by operating activities of $32.5 million and $34.5 million during the nine-month periods ended September 30, 2023 and 2022, respectively. As also indicated on our statement of cash flows, non-cash expenses including depreciation and amortization expense, amortization related to above/below market leases, amortization of debt premium, amortization of deferred financing costs and stock-based compensation expense, as well as changes in certain assets and liabilities, are the primary differences between our net income and net cash provided by operating activities during each period.

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We declared and paid dividends of $29.8 million and $29.3 million during the nine-month periods ended September 30, 2023 and 2022, respectively. During the first nine months of 2023, the $32.5 million of net cash provided by operating activities was approximately $2.7 million greater than the $29.8 million of dividends paid during the first nine months of 2023. During the first nine months of 2022, the $34.5 million of net cash provided by operating activities was approximately $5.2 million greater than the $29.3 million of dividends paid during the first nine months of 2022.

As indicated in the cash flows from investing activities and cash flows from financing activities sections of the statements of cash flows, there were various other sources and uses of cash during the nine months ended September 30, 2023 and 2022. From time to time, various other sources and uses of cash may include items such as investments and advances made to/from LLCs, additions to real estate investments, acquisitions/divestiture of properties, net borrowings/repayments of debt, and proceeds generated from the issuance of equity. Therefore, in any given period, the funding source for our dividend payments is not wholly dependent on the operating cash flow generated by our properties. Rather, our dividends as well as our capital reinvestments into our existing properties, acquisitions of real property and other investments are funded based upon the aggregate net cash inflows or outflows from all sources and uses of cash from the properties we own either in whole or through LLCs, as outlined above.

In determining and monitoring our dividend level on a quarterly basis, our management and Board of Trustees consider many factors in determining the amount of dividends to be paid each period. These considerations primarily include: (i) the minimum required amount of dividends to be paid in order to maintain our REIT status; (ii) the current and projected operating results of our properties, including those owned in LLCs, and; (iii) our future capital commitments and debt repayments, including those of our LLCs. Based upon the information discussed above, as well as consideration of projections and forecasts of our future operating cash flows, management and the Board of Trustees have determined that our operating cash flows have been sufficient to fund our dividend payments. Future dividend levels will be determined based upon the factors outlined above with consideration given to our projected future results of operations.

We expect to finance all capital expenditures and acquisitions and pay dividends utilizing internally generated and additional funds. Additional funds may be obtained through: (i) borrowings under our $375 million revolving credit agreement (which had $50.4 million of available borrowing capacity, net of outstanding borrowings and letters of credit as of September 30, 2023); (ii) borrowings under or refinancing of existing third-party debt pursuant to mortgage loan agreements entered into by our consolidated and unconsolidated LLCs/LPs; (iii) the issuance of equity, and/or; (iv) the issuance of other long-term debt.

We believe that our operating cash flows, cash and cash equivalents, available borrowing capacity under our revolving credit agreement and access to the capital markets provide us with sufficient capital resources to fund our operating, investing and financing requirements for the next twelve months, including providing sufficient capital to allow us to make distributions necessary to enable us to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986. In the event we need to access the capital markets or other sources of financing, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time. Our inability to obtain financing on terms acceptable to us could have a material unfavorable impact on our results of operations, financial condition and liquidity.

Credit facilities and mortgage debt

Management routinely monitors and analyzes the Trust’s capital structure in an effort to maintain the targeted balance among capital resources including the level of borrowings pursuant to our revolving credit facility, the level of borrowings pursuant to non-recourse mortgage debt secured by the real property of our properties and our level of equity including consideration of equity issuances. This ongoing analysis considers factors such as the current debt market and interest rate environment, the current/projected occupancy and financial performance of our properties, the current loan-to-value ratio of our properties, the Trust’s current stock price, the capital resources required for anticipated acquisitions and the expected capital to be generated by anticipated divestitures. This analysis, together with consideration of the Trust’s current balance of revolving credit agreement borrowings, non-recourse mortgage borrowings and equity, assists management in deciding which capital resource to utilize when events such as refinancing of specific debt components occur or additional funds are required to finance the Trust’s growth.

On May 15, 2023 we entered into the first amendment to our amended and restated revolving credit agreement ("Credit Agreement") dated as of July 2, 2021 among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The amendment replaced LIBOR rate with term SOFR plus .10% ("adjusted term SOFR") as an alternative benchmark rate for purposes under the Credit Agreement for settings of benchmark rates that occur on or after the closing date in accordance with the benchmark replacement provisions set forth in the Credit Agreement.

On July 2, 2021, we entered into an amended and restated Credit Agreement to amend and restate the previously existing $350 million credit agreement, as amended and dated June 5, 2020. Among other things, under the Credit Agreement, our aggregate revolving credit commitment was increased to $375 million from $350 million. The Credit Agreement, which is scheduled to mature on July 2, 2025, provides for a revolving credit facility in an aggregate principal amount of $375 million, including a $40 million sublimit for letters of credit and a $30 million sublimit for swingline/short-term loans. Under the terms of the Credit Agreement, we may request that the revolving line of credit be increased by up to an additional $50 million. Borrowings under the new facility are guaranteed by certain

30


 

subsidiaries of the Trust. In addition, borrowings under the new facility are secured by first priority security interests in and liens on all equity interests in most of the Trust’s wholly-owned subsidiaries.

Borrowings under the Credit Agreement will bear interest annually at a rate equal to, at our option, at adjusted term SOFR for either one, three, or six months or the Base Rate, plus in either case, a specified margin depending on our total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin prior to the first amendment ranges from 1.10% to 1.35% for LIBOR loans and 0.10% to 0.35% for Base Rate loans. The initial applicable margin after the first amendment is 1.20% for adjusted term SOFR loans and 0.20% for Base Rate loans. The Credit Agreement, as amended by the first amendment, defines “Base Rate” as the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month adjusted term SOFR plus 1%. The Trust will also pay a quarterly revolving facility fee ranging from 0.15% to 0.35% (depending on the Trust’s total leverage ratio) on the committed amount of the Credit Agreement. The Credit Agreement also provides for options to extend the maturity date and borrowing availability for two additional six-month periods.

The margins over adjusted term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2023, the applicable margin over the adjusted term SOFR rate was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%.

At September 30, 2023, we had $321.5 million of outstanding borrowings and $3.1 million of letters of credit outstanding under our Credit Agreement. We had $50.4 million of available borrowing capacity, net of the outstanding borrowings and letters of credit outstanding as of September 30, 2023. There are no compensating balance requirements. At December 31, 2022, we had $298.1 million of outstanding borrowings, $3.1 million of outstanding letters of credit and $73.8 million of available borrowing capacity.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on certain indebtedness, liens, acquisitions and other investments, fundamental changes, asset dispositions and dividends and other distributions. The Credit Agreement also contains restrictive covenants regarding the Trust’s ratio of total debt to total assets, the fixed charge coverage ratio, the ratio of total secured debt to total asset value, the ratio of total unsecured debt to total unencumbered asset value, and minimum tangible net worth, as well as customary events of default, the occurrence of which may trigger an acceleration of amounts then outstanding under the Credit Agreement. We are in compliance with all of the covenants in the Credit Agreement at September 30, 2023, and were in compliance with all of the covenants of the Credit Agreement at December 31, 2022. We also believe that we would remain in compliance if, based on the assumption that the majority of the potential new borrowings will be used to fund investments, the full amount of our commitment was borrowed.

The following table includes a summary of the required compliance ratios, giving effect to the covenants contained in the Credit Agreement (dollar amounts in thousands):

 

 

Covenant

 

September 30,
2023

 

December 31,
2022

 

Tangible net worth

 

> =$125,000

 

$

200,658

 

$

219,654

 

Total leverage

 

< 60%

 

 

44.5

%

 

42.9

%

Secured leverage

 

< 30%

 

 

4.9

%

 

5.6

%

Unencumbered leverage

 

< 60%

 

 

44.2

%

 

41.8

%

Fixed charge coverage

 

> 1.50x

 

3.3x

 

4.3x

 

As indicated on the following table, we have various mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of September 30, 2023 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

2704 North Tenaya Way fixed rate mortgage loan (b.)

 

$

6,121

 

 

 

4.95

%

 

November, 2023

Summerlin Hospital Medical Office Building III fixed
   rate mortgage loan (c.)

 

 

12,345

 

 

 

4.03

%

 

April, 2024

Tuscan Professional Building fixed rate mortgage loan

 

 

1,229

 

 

 

5.56

%

 

June, 2025

Phoenix Children’s East Valley Care Center fixed rate
   mortgage loan

 

 

7,999

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,836

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

39,530

 

 

 

 

 

 

     Less net financing fees

 

 

(215

)

 

 

 

 

 

     Plus net debt premium

 

 

4

 

 

 

 

 

 

Total mortgages notes payable, non-recourse to us, net

 

$

39,319

 

 

 

 

 

 

 

31


 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
Upon the November 1, 2023 maturity date, this loan was fully repaid utilizing borrowings under our Credit Agreement.
(c.)
This loan is scheduled to mature within the next twelve months at which time we will either refinance pursuant to a new mortgage loan or repay the mortgage balance in full utilizing borrowings under our Credit Agreement.

On January 3, 2023, the $4.2 million fixed rate mortgage loan on Desert Valley Medical Center was fully repaid utilizing borrowings under our Credit Agreement.

At September 30, 2023 and December 31, 2022, we had various mortgages, all of which were non-recourse to us, included in our condensed consolidated balance sheet. The mortgages are secured by the real property of the buildings as well as property leases and rents. The mortgages outstanding as of September 30, 2023, had a combined carrying value of approximately $39.5 million and a combined fair value of approximately $36.7 million. The mortgages outstanding as of December 31, 2022, had a combined carrying value of approximately $45.0 million and a combined fair value of approximately $43.2 million.

Changes in market rates on our fixed rate debt impacts the fair value of debt, but it has no impact on interest incurred or cash flow.

Off Balance Sheet Arrangements

As of September 30, 2023, we are party to certain off balance sheet arrangements consisting of standby letters of credit and equity and debt financing commitments. Our outstanding letters of credit at September 30, 2023 totaled $3.1 million related to Grayson Properties II. As of December 31, 2022, we had off balance sheet arrangements consisting of standby letters of credit and equity and debt financing commitments. Our outstanding letters of credit at December 31, 2022 totaled $3.1 million related to Grayson Properties II.

Acquisition and Divestiture Activity

Please see Note 4 to the consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

LIBOR Transition

In 2017, the U.K. Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to phase out LIBOR and stop compelling banks to submit rates for its calculation. In 2021, the FCA further announced that effective January 1, 2022, the one week and two-month USD LIBOR tenors are no longer being published. Additionally, effective July 1, 2023 and all other USD LIBOR tenors are no longer published.

The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. We are not able to predict how the markets will respond to SOFR or any other alternative reference rate as the transition away from LIBOR continues. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

On May 15, 2023 we entered into the first amendment to our amended and restated revolving credit agreement ("Credit Agreement") dated as of July 2, 2021 among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The amendment replaces LIBOR Rate with adjusted term SOFR as an alternative benchmark rate for purposes under the Credit Agreement for settings of benchmark rates the occur on or after the closing date in accordance with the benchmark replacement provisions set forth in the Credit Agreement.

Financial Instruments

In March 2020, we entered into an interest rate swap agreement on a total notional amount of $55 million with a fixed interest rate of 0.565% that we designated as a cash flow hedge. The interest rate swap became effective on March 25, 2020 and is scheduled to mature on March 25, 2027. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If one-month term SOFR is above 0.505%, the counterparty pays us, and if one-month term SOFR is less than 0.505%, we pay the counterparty, the difference between the fixed rate of 0.505% and one-month term SOFR.

In January 2020, we entered into an interest rate swap agreement on a total notional amount of $35 million with a fixed interest rate of 1.4975% that we designated as a cash flow hedge. The interest rate swap became effective on January 15, 2020 and is scheduled to mature on September 16, 2024. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from

32


 

LIBOR to term SOFR. If the one-month term SOFR is above 1.41%, the counterparty pays us, and if the one-month term SOFR is less than 1.41%, we pay the counterparty, the difference between the fixed rate of 1.41% and one-month term SOFR.

During the third quarter of 2019, we entered into an interest rate swap agreement on a total notional amount of $50 million with a fixed interest rate of 1.144% that we designated as a cash flow hedge. The interest rate swap became effective on September 16, 2019 and is scheduled to mature on September 16, 2024. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If one-month term SOFR is above 1.064%, the counterparty pays us, and if one-month term SOFR is less than 1.064%, we pay the counterparty, the difference between the fixed rate of 1.064% and one-month term SOFR.

We measure our interest rate swaps at fair value on a recurring basis. The fair value of our interest rate swaps is based on quotes from third parties. We consider those inputs to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with derivative instruments and hedging activities. At September 30, 2023, the fair value of our interest rate swaps was a net asset of $10.5 million which is included in deferred charges and other assets on the accompanying condensed consolidated balance sheet. During the third quarter of 2023, we received approximately $1.6 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2023, we received approximately $4.3 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. From inception of the swap agreements through September 30, 2023 we paid or accrued approximately $2.5 million to the counterparty, offset by approximately $5.9 million in receipts from the counterparty, adjusted for accruals, pursuant to the terms of the swap. During the third quarter of 2022, we paid or accrued approximately $3,000 to the counterparty, offset by $428,000 in receipts from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2022, we paid or accrued approximately $414,000 to the counterparty, offset by $463,000 in receipts from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either an asset or a liability, with a corresponding amount recorded in accumulated other comprehensive income (“AOCI”) within shareholders’ equity. Amounts are reclassified from AOCI to the income statement in the period or periods the hedged transaction affects earnings. We do not expect any gains or losses on our interest rate swaps to be reclassified to earnings in the next twelve months.

The sensitivity analysis related to our fixed and variable rate debt assumes current market rates with all other variables held constant. As of September 30, 2023, the fair value and carrying value of our debt is approximately $358.1 million and $361.0 million, respectively. As of that date, the carrying value exceeds the fair value by approximately $2.9 million.

 

33


 

The table below presents information about our financial instruments that are sensitive to changes in interest rates. The interest rate swaps include the $50 million swap agreement entered into during the third quarter of 2019, the $35 million swap agreement entered into in January, 2020 and the $55 million swap agreement entered into in March, 2020. For debt obligations, the amounts of which are as of September 30, 2023, the table presents principal cash flows and related weighted average interest rates by contractual maturity dates.

 

 

 

Maturity Date, Year Ending December 31

 

(Dollars in thousands)

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

Thereafter

 

 

Total

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt(a)

 

$

6,489

 

 

$

13,530

 

 

$

939

 

 

$

600

 

 

$

626

 

 

$

17,346

 

 

$

39,530

 

Average interest rates

 

 

4.50

%

 

 

4.40

%

 

 

4.30

%

 

 

4.20

%

 

 

4.20

%

 

 

4.30

%

 

 

4.40

%

Variable rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt(b)

 

$

 

 

$

 

 

$

321,500

 

 

$

 

 

$

 

 

$

 

 

$

321,500

 

Average interest rates

 

 

 

 

 

 

6.62

%

 

 

 

 

 

 

 

 

6.62

%

Interest rate swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notional amount(c)

 

$

 

 

$

85,000

 

 

$

 

 

$

 

 

$

55,000

 

 

$

 

 

$

140,000

 

Interest rates

 

 

 

 

1.210

%

 

 

 

 

 

 

0.505

%

 

 

 

 

0.990

%

 

(a)
Consists of non-recourse mortgage notes payable.
(b)
Consists of $321.5 million of outstanding borrowings under the terms of our $375 million revolving credit agreement which has a maturity date of July 2, 2025.
(c)
Includes: (i) a $50 million interest rate swap that became effective on September 16, 2019, which is scheduled to mature on September 16, 2024; (ii) a $35 million interest rate swap that became effective on January 15, 2020, which is scheduled to mature on September 16, 2024, and; (iii) a $55 million interest rate swap that became effective on March 25, 2020, which is scheduled to mature on March 25, 2027.

As calculated based upon our variable rate debt outstanding as of September 30, 2023 that is subject to interest rate fluctuations, and giving effect to the above-mentioned interest rate swap, each 1% change in interest rates would impact our net income by approximately $1.8 million.

Item 4. Controls and Procedures

As of September 30, 2023, under the supervision and with the participation of our management, including the Trust’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”).

Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by management on a timely basis in order to comply with our disclosure obligations under the 1934 Act and the SEC rules thereunder.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting or in other factors during the third quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

34


 

PART II. OTHER INFORMATION

UNIVERSAL HEALTH REALTY INCOME TRUST

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended December 31, 2022 includes a listing of risk factors to be considered by investors in our securities. There have been no material changes in our risk factors from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 5. Other Information

None of the Trust’s Board of Trustees or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Trust’s quarter ended September 30, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

Item 6. Exhibits

(a.)
Exhibits:

 

 

 

 

  31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

  31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

  32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because iXBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

   104

Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)

 

35


 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 8, 2023

 

UNIVERSAL HEALTH REALTY INCOME TRUST

(Registrant)

 

 

 

 

 

/s/ Alan B. Miller

 

 

Alan B. Miller,

 

 

Chairman of the Board,

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

/s/ Charles F. Boyle

 

 

Charles F. Boyle, Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

 

36


 

Exhibit 31.1

CERTIFICATION—Chief Executive Officer

I, Alan B. Miller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Universal Health Realty Income Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2023

/s/ Alan B. Miller

President and Chief Executive Officer

 

 


 

Exhibit 31.2

CERTIFICATION—Chief Financial Officer

I, Charles F. Boyle, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Universal Health Realty Income Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2023

/s/ Charles F. Boyle

Senior Vice President and Chief Financial Officer

 

 


 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Universal Health Realty Income Trust (the “Trust”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan B. Miller, President and Chief Executive Officer of the Trust, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust at the end of, and for the period covered by, the Report.

/s/ Alan B. Miller

President and Chief Executive Officer

November 8, 2023

 

A signed original of this written statement required by Section 906 has been provided to the Trust and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

 

 


 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Universal Health Realty Income Trust (the “Trust”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles F. Boyle, Senior Vice President and Chief Financial Officer of the Trust, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust at the end of, and for the period covered by, the Report.

/s/ Charles F. Boyle

Senior Vice President and Chief Financial Officer

 November 8, 2023

A signed original of this written statement required by Section 906 has been provided to the Trust and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

 

 


v3.23.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2023
Oct. 31, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Registrant Name UNIVERSAL HEALTH REALTY INCOME TRUST  
Entity Central Index Key 0000798783  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   13,823,053
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 1-9321  
Entity Tax Identification Number 23-6858580  
Entity Address, Address Line One UNIVERSAL CORPORATE CENTER  
Entity Address, Address Line Two 367 SOUTH GULPH ROAD  
Entity Address, City or Town KING OF PRUSSIA  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19406-0958  
City Area Code 610  
Local Phone Number 265-0688  
Entity Interactive Data Current Yes  
Title of 12(b) Security Shares of beneficial interest, $0.01 par value  
Trading Symbol UHT  
Security Exchange Name NYSE  
Entity Incorporation, State or Country Code MD  
Document Quarterly Report true  
Document Transition Report false  
v3.23.3
Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenues:        
Revenues, Total $ 24,223 $ 22,151 $ 71,255 $ 66,497
Expenses:        
Depreciation and amortization 7,012 6,658 20,479 20,046
Other operating expenses 7,854 6,875 23,625 20,728
Costs and Expenses, Total 16,198 14,830 48,061 44,561
Income before equity in income of unconsolidated limited liability companies ("LLCs") and interest expense 8,025 7,321 23,194 21,936
Equity in income of unconsolidated LLCs 314 346 953 943
Interest expense, net (4,467) (2,819) (12,340) (7,408)
Net income $ 3,872 $ 4,848 $ 11,807 $ 15,471
Basic earnings per share $ 0.28 $ 0.35 $ 0.86 $ 1.12
Diluted earnings per share $ 0.28 $ 0.35 $ 0.85 $ 1.12
Weighted average number of shares outstanding - Basic 13,790 13,776 13,784 13,769
Weighted average number of shares outstanding - Diluted 13,822 13,801 13,811 13,792
Management Service        
Expenses:        
Advisory fees to UHS $ 1,332 $ 1,297 $ 3,957 $ 3,787
UHS Facilities        
Revenues:        
Lease revenue [1] 8,274 7,471 24,297 22,291
Interest income on financing leases - UHS facilities 1,365 1,368 4,096 4,107
UHS Facilities | Other        
Revenues:        
Other revenue 254 255 730 717
Non-Related Parties        
Revenues:        
Lease revenue 13,926 12,836 40,955 38,664
Non-Related Parties | Other        
Revenues:        
Other revenue $ 404 $ 221 $ 1,177 $ 718
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $725 and $727 for the three-month periods ended September 30, 2023 and 2022, respectively, and $2,219 and $2,048 for the nine-month periods ended September 30, 2023 and 2022, respectively.
v3.23.3
Condensed Consolidated Statements of Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
UHS Hospital Facilities | McAllen Medical Center        
Bonus rental $ 725 $ 727 $ 2,219 $ 2,048
v3.23.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net Income (Loss) $ 3,872 $ 4,848 $ 11,807 $ 15,471
Other comprehensive (loss)/gain:        
Unrealized derivative (loss)/gain on cash flow hedges (489) 3,728 (1,521) 11,417
Total other comprehensive (loss)/gain: (489) 3,728 (1,521) 11,417
Total comprehensive income $ 3,383 $ 8,576 $ 10,286 $ 26,888
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Real Estate Investments:    
Buildings and improvements and construction in progress $ 650,670 $ 641,338
Accumulated depreciation (258,584) (248,772)
Real Estate Investment Property, Net, Total 392,086 392,566
Land 57,975 56,631
Net Real Estate Investments 450,061 449,197
Financing receivable from UHS 83,362 83,603
Net Real Estate Investments and Financing receivable 533,423 532,800
Investments in and advances to limited liability companies ("LLCs") 9,329 9,282
Other Assets:    
Cash and cash equivalents 8,359 7,614
Lease and other receivables from UHS 6,033 5,388
Lease receivable - other 8,541 8,445
Intangible assets (net of accumulated amortization of $12.6 million and $15.4 million, respectively) 9,650 9,447
Right-of-use land assets, net 10,952 11,457
Deferred charges and other assets, net 21,596 23,107
Total Assets 607,883 607,540
Liabilities:    
Line of credit borrowings 321,500 298,100
Mortgage notes payable, non-recourse to us, net 39,319 44,725
Accrued interest 330 373
Accrued expenses and other liabilities 13,808 12,873
Ground lease liabilities, net 10,952 11,457
Tenant reserves, deposits and deferred and prepaid rents 11,666 10,911
Total Liabilities 397,575 378,439
Equity:    
Preferred shares of beneficial interest, $.01 par value; 5,000,000 shares authorized; none issued and outstanding
Common shares, $.01 par value; 95,000,000 shares authorized; issued and outstanding: 2023 - 13,823,046; 2022 - 13,803,335 138 138
Capital in excess of par value 270,166 269,472
Cumulative net income 822,468 810,661
Cumulative dividends (892,954) (863,181)
Accumulated other comprehensive income 10,490 12,011
Total Equity 210,308 229,101
Total Liabilities and Equity $ 607,883 $ 607,540
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Intangible assets, accumulated amortization $ 12.6 $ 15.4
Preferred shares of beneficial interest, par value $ 0.01 $ 0.01
Preferred shares of beneficial interest, shares authorized 5,000,000 5,000,000
Preferred shares of beneficial interest, issued 0 0
Preferred shares of beneficial interest, outstanding 0 0
Common shares, par value $ 0.01 $ 0.01
Common shares, shares authorized 95,000,000 95,000,000
Common shares, issued 13,823,046 13,803,335
Common shares, outstanding 13,823,046 13,803,335
v3.23.3
Condensed Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands
Total
Common stock
Capital in excess of par value
Cumulative net income
Cumulative dividends
Accumulated other comprehensive income/(loss)
Balance at Dec. 31, 2021 $ 235,327 $ 138 $ 268,515 $ 789,559 $ (823,998) $ 1,113
Balance, Shares at Dec. 31, 2021   13,785        
Shares of Beneficial Interest:            
Issued, net 135   135      
Issued, net (in shares)   17        
Restricted stock-based compensation expense 591   591      
Dividends (29,314)       (29,314)  
Comprehensive income:            
Net income 15,471     15,471    
Unrealized net gain/(loss) on cash flow hedges 11,417         11,417
Subtotal - comprehensive income 26,888     15,471   11,417
Balance at Sep. 30, 2022 233,627 $ 138 269,241 805,030 (853,312) 12,530
Balance, Shares at Sep. 30, 2022   13,802        
Balance at Jun. 30, 2022 234,646 $ 138 269,039 800,182 (843,515) 8,802
Balance, Shares at Jun. 30, 2022   13,801        
Shares of Beneficial Interest:            
Issued, net 42   42      
Issued, net (in shares)   1        
Restricted stock-based compensation expense 160   160      
Dividends (9,797)       (9,797)  
Comprehensive income:            
Net income 4,848     4,848    
Unrealized net gain/(loss) on cash flow hedges 3,728         3,728
Subtotal - comprehensive income 8,576     4,848   3,728
Balance at Sep. 30, 2022 233,627 $ 138 269,241 805,030 (853,312) 12,530
Balance, Shares at Sep. 30, 2022   13,802        
Balance at Dec. 31, 2022 229,101 $ 138 269,472 810,661 (863,181) 12,011
Balance, Shares at Dec. 31, 2022   13,803        
Shares of Beneficial Interest:            
Issued, net 117   117      
Issued, net (in shares)   20        
Restricted stock-based compensation expense 577   577      
Dividends (29,773)       (29,773)  
Comprehensive income:            
Net income 11,807     11,807    
Unrealized net gain/(loss) on cash flow hedges (1,521)         (1,521)
Subtotal - comprehensive income 10,286     11,807   (1,521)
Balance at Sep. 30, 2023 210,308 $ 138 270,166 822,468 (892,954) 10,490
Balance, Shares at Sep. 30, 2023   13,823        
Balance at Jun. 30, 2023 216,635 $ 138 269,923 818,596 (883,001) 10,979
Balance, Shares at Jun. 30, 2023   13,822        
Shares of Beneficial Interest:            
Issued, net 42   42      
Issued, net (in shares)   1        
Restricted stock-based compensation expense 201   201      
Dividends (9,953)       (9,953)  
Comprehensive income:            
Net income 3,872     3,872    
Unrealized net gain/(loss) on cash flow hedges (489)         (489)
Subtotal - comprehensive income 3,383     3,872   (489)
Balance at Sep. 30, 2023 $ 210,308 $ 138 $ 270,166 $ 822,468 $ (892,954) $ 10,490
Balance, Shares at Sep. 30, 2023   13,823        
v3.23.3
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]        
Dividends Per Share $ 0.72 $ 0.71 $ 2.155 $ 2.125
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net income $ 11,807 $ 15,471
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 20,479 20,046
Amortization related to above/below market leases, net (109) (108)
Amortization of debt premium (36) (38)
Amortization of deferred financing costs 536 536
Stock-based compensation expense 577 591
Changes in assets and liabilities:    
Lease receivable (741) (1,566)
Accrued expenses and other liabilities 859 977
Tenant reserves, deposits and deferred and prepaid rents 114 (417)
Accrued interest (43)  
Leasing costs paid (1,370) (1,421)
Other, net 411 445
Net cash provided by operating activities 32,484 34,516
Cash flows from investing activities:    
Investments in LLCs (4,058) (94)
Cash distributions from LLCs 531 516
Advance received from LLC 3,500  
Additions to real estate investments, net (12,220) (16,698)
Cash paid for acquisition of properties (7,598) (13,620)
Net cash paid as part of asset exchange transaction   (1,346)
Net cash used in investing activities (19,845) (31,242)
Cash flows from financing activities:    
Net borrowings on the line of credit 23,400 18,200
Repayments of mortgage notes payable (5,423) (6,660)
Financing costs paid (222) (26)
Dividends paid (29,767) (29,326)
Issuance of shares of beneficial interest, net 118 136
Net cash used in financing activities (11,894) (17,676)
Increase/(decrease) in cash and cash equivalents 745 (14,402)
Cash and cash equivalents, beginning of period 7,614 22,504
Cash and cash equivalents, end of period 8,359 8,102
Supplemental disclosures of cash flow information:    
Interest paid 12,032 7,050
Invoices accrued for construction and improvements $ 2,005 $ 2,334
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net Income (Loss) $ 3,872 $ 4,848 $ 11,807 $ 15,471
v3.23.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
General
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
General

(1) General

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2023. In this Quarterly Report, “we,” “us,” “our” and the “Trust” refer to Universal Health Realty Income Trust and its subsidiaries.

In this Quarterly Report on Form 10-Q, the term “revenues” does not include the revenues of the unconsolidated LLCs in which we have various non-controlling equity interests ranging from 33% to 95%. As of September 30, 2023, we had investments in four jointly-owned LLCs/LPs. We currently account for our share of the income/loss from these investments by the equity method (see Note 5).

The condensed consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the SEC and reflect all normal and recurring adjustments which, in our opinion, are necessary to fairly present results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, although we believe that the accompanying disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements, the notes thereto and accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.

v3.23.3
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions

(2) Relationship with Universal Health Services, Inc. (“UHS”) and Related Party Transactions

Leases: We commenced operations in 1986 by purchasing certain properties from subsidiaries of UHS and immediately leasing the properties back to the respective subsidiaries. The base rentals and lease and renewal terms for each of the hospitals leased to subsidiaries of UHS as of September 30, 2023, are provided below. The base rents are paid monthly. The lease on McAllen Medical Center also provides for bonus rent which is paid quarterly based upon a computation that compares the hospital’s current quarter revenue to a corresponding quarter in the base year. The hospital leases with subsidiaries of UHS, with the exception of the lease on Clive Behavioral Health Hospital (which is operated by UHS in a joint venture with an unrelated third party), are unconditionally guaranteed by UHS and are cross-defaulted with one another. The lease for the Clive facility is guaranteed on a several basis by UHS (52%) and Catholic Health Initiatives-Iowa (48%).

The combined revenues generated from the leases on the three acute care and three behavioral health care hospital facilities leased to subsidiaries of UHS at September 30, 2023, accounted for approximately 25% and 27% of our consolidated revenues for the three months ended September 30, 2023 and 2022, respectively, and approximately 25% and 27% of our consolidated revenues for the nine months ended September 30, 2023 and 2022, respectively. In addition to the six UHS hospital facilities, we have twenty-one properties consisting of medical/office buildings, including one newly constructed medical office building ("MOB") that was substantially completed during the first quarter of 2023 and one MOB that was acquired during the third quarter of 2023, and FEDs that are either wholly or jointly-owned by us that include, or will include, tenants which are subsidiaries of UHS. The aggregate revenues generated from UHS-related tenants comprised approximately 41% of our consolidated revenues during each of the three and nine months ended September 30, 2023 and 2022.

On December 31, 2021, we entered into an asset purchase and sale agreement with UHS and certain of its affiliates, which was amended during the first quarter of 2022, pursuant to the terms of which:

a wholly-owned subsidiary of UHS purchased from us, the real estate assets of the Inland Valley Campus of Southwest Healthcare System located in Wildomar, California, at its fair market value of $79.6 million.
two wholly-owned subsidiaries of UHS transferred to us, the real estate assets of the following properties:
o
Aiken Regional Medical Center, (“Aiken”), located in Aiken, South Carolina (which includes an acute care hospital and a behavioral health pavilion), at its fair-market value of approximately $57.7 million, and;
o
Canyon Creek Behavioral Health (“Canyon Creek”), located in Temple, Texas, at its fair-market value of approximately $26.0 million.
in connection with this transaction, since the fair-market value of Aiken and Canyon Creek, which totaled approximately $83.7 million in the aggregate, exceeded the $79.6 million fair-market value of the Inland Valley Campus of Southwest
Healthcare System, we paid approximately $4.1 million in cash to UHS. As we no longer have a controlling interest in Inland Valley Campus of Southwest Healthcare System, the transaction generated a gain of approximately $68.4 million which was included in our consolidated statement of income for the year ended December 31, 2021.

As a result of UHS’ purchase option within the lease agreements of Aiken and Canyon Creek, the transaction is accounted for as a failed sale leaseback in accordance with U.S. GAAP and the properties acquired by us in connection with the asset purchase and sale agreement with UHS, as amended, were accounted for as financing arrangements and our consolidated balance sheets as of September 30, 2023 and December 31, 2022 include financing receivables related to this transaction of $83.4 million and $83.6 million, respectively. Additionally, we structured the purchase and sale of the above-mentioned properties as a like-kind exchange of property under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended.

Also on December 31, 2021, Aiken and Canyon Creek (as lessees), entered into a master lease and individual property leases as amended, (with us as lessor), for initial lease terms on each property of approximately twelve years, ending on December 31, 2033. Subject to the terms of the master lease, Aiken and Canyon Creek have the right to renew their leases, at the then current fair market rent (as defined in the master lease), for seven, five-year optional renewal terms. Pursuant to the leases, as amended during the first quarter of 2022, the aggregate annual rental rate during 2023 on the acquired properties, which is payable to us on a monthly basis, is approximately $5.8 million ($4.0 million related to Aiken and $1.8 million related to Canyon Creek). The portion of the lease payments that is included in our consolidated statements of income, and reflected as interest income on financing leases, was approximately $1.4 million for each of the three months ended September 30, 2023 and 2022, and approximately $4.1 million for each of the nine-month periods ended September 30, 2023 and 2022. There is no bonus rental component applicable to either of these leases.

Pursuant to the terms of the master leases by and among us and certain subsidiaries of UHS, dated December 24, 1986 and December 31, 2021 (the “Master Leases”), which govern the leases of McAllen Medical Center, Wellington Regional Medical Center (governed by the Master Lease dated December 24, 1986), Aiken Regional Medical Center and Canyon Creek Behavioral Health (governed by the Master Lease dated December 31, 2021, as amended), all of which are hospital properties that are wholly-owned subsidiaries of UHS, UHS has the option, among other things, to renew the leases at the lease terms described below by providing notice to us at least 90 days prior to the termination of the then current term. UHS also has the right to purchase the respective leased facilities from us at their appraised fair market value upon any of the following: (i) at the end of the lease terms or any renewal terms; (ii) upon one month’s notice should a change of control of the Trust occur, or; (iii) within the time period as specified in the leases in the event that UHS provides notice to us of their intent to offer a substitution property/properties in exchange for one (or more) of the four wholly-owned UHS hospital facilities leased from us, should we be unable to reach an agreement with UHS on the properties to be substituted. Additionally, UHS has rights of first refusal to: (i) purchase the respective leased facilities during and for a specified period after the lease terms at the same price, terms and conditions of any third-party offer, or; (ii) renew the lease on the respective leased facility at the end of, and for a specified period after, the lease term at the same terms and conditions pursuant to any third-party offer.

In addition, a wholly-owned subsidiary of UHS is the managing, majority member in a joint-venture with an unrelated third-party that operates, and leases from us, Clive Behavioral Health. This 100-bed behavioral health care facility is located in Clive, Iowa and was completed and opened in late December, 2020 and the hospital lease commenced on December 31, 2020. The lease on this facility is triple net and has an initial term of 20 years with five 10-year renewal options. On each January 1st through 2040 (and potentially through 2070 if the first three of five, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis. The first three of the five 10-year renewal options will provide for annual rental as stipulated in the lease (2041 through 2070) and the two additional 10-year lease renewal options will be at fair market value lease rates (2071 through 2090). Pursuant to the lease on this facility, the joint venture has the option to, among other things, renew the lease at the terms specified in the lease agreement by providing notice to us at least 270 days prior to the termination of the then current term. The joint venture also has the right to purchase the leased facility from us at its appraised fair market value upon either of the following: (i) by providing notice at least 270 days prior to the end of the lease terms or any renewal terms, or; (ii) upon 30 days’ notice anytime within 12 months of a change of control of the Trust (UHS also has this right should the joint venture decline to exercise its purchase right). Additionally, the joint venture has rights of first offer to purchase the facility prior to any third-party sale.

 

The table below details the existing lease terms and renewal options for each of the hospital leases that are related to UHS as of September 30, 2023, consisting of three acute care hospitals and three behavioral health hospitals:

 

Hospital Name

 

Annual
Minimum
Rent

 

 

End of
Lease Term

 

Renewal
Term
(years)

 

 

McAllen Medical Center

 

$

5,485,000

 

 

December, 2026

 

 

5

 

(a)

Wellington Regional Medical Center

 

$

6,477,000

 

 

December, 2026

 

 

5

 

(b)

Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services

 

$

3,982,000

 

 

December, 2033

 

 

35

 

(c)

Canyon Creek Behavioral Health

 

$

1,800,000

 

 

December, 2033

 

 

35

 

(c)

Clive Behavioral Health Hospital

 

$

2,701,000

 

 

December, 2040

 

 

50

 

(d)

 

(a)
UHS has one 5-year renewal option at existing lease rates (through 2031).
(b)
UHS has one 5-year renewal option at fair market value lease rates (through 2031; see additional disclosure below). The annual rental will increase by 2.5% on an annual compounded basis on each January 1st through 2026.
(c)
UHS has seven 5-year renewal options at fair market value lease rates (2034 through 2068). The annual rental rate will increase by 2.25% on a cumulative and compounded basis on each January 1st through 2033.
(d)
The UHS-related joint venture has five 10-year renewal options; the first three of the five 10-year renewal options will be at computed lease rates as stipulated in the lease (2041 through 2070) and the last two 10-year renewal options will be at fair market lease rates (2071 through 2090). On each January 1st through 2040 (and potentially through 2070 if the first three of five, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis.

Upon the December 31, 2021 expiration of the lease on Wellington Regional Medical Center located in West Palm Beach, Florida, a wholly-owned subsidiary of UHS exercised its fair market value renewal option and renewed the lease for a 5-year term scheduled to expire on December 31, 2026. Effective January 1, 2023, the annual lease rate for this hospital, which is payable to us monthly, is $6.5 million (there is no bonus rental component of the lease payment).

Management cannot predict whether the leases with wholly-owned subsidiaries of UHS, which have renewal options at existing lease rates or fair market value lease rates, or any of our other leases, will be renewed at the end of their lease term. If the leases are not renewed at their current rates or the fair market value lease rates, we would be required to find other operators for those facilities and/or enter into leases on terms potentially less favorable to us than the current leases. In addition, if subsidiaries of UHS exercise their options to purchase the respective leased hospital or FED facilities upon expiration of the lease terms, our future revenues could decrease if we were unable to earn a favorable rate of return on the sale proceeds received, as compared to the rental revenue currently earned pursuant to these leases.

During the third quarter of 2023, we acquired the McAllen Doctor's Center, an MOB located in McAllen, Texas for a purchase price of approximately $7.5 million. The building has approximately 79,500 rentable square feet and is 100% master leased to McAllen Hospitals, L.P, a wholly-owned subsidiary of UHS. The triple-net master lease is for twelve years scheduled to expire on August 31, 2035. McAllen Hospitals, L.P. has the option to renew the lease term for three consecutive ten-year terms. The initial annual base rent is approximately $624,000. This acquisition was completed utilizing a qualified third-party intermediary as part of an anticipated tax-deferred like-kind-exchange transaction pursuant to Section 1031 of the Internal Revenue Code, as amended.

During the first quarter of 2023, construction was substantially completed on Sierra Medical Plaza I, a multi-tenant MOB located in Reno, Nevada, consisting of approximately 86,000 rentable square feet. This MOB is located on the campus of the Northern Nevada Sierra Medical Center, a newly constructed acute care hospital that is owned and operated by a wholly-owned subsidiary of UHS, which was completed and opened during April of 2022. The cost of the MOB is estimated to be approximately $35 million, approximately $26 million of which was incurred as of September 30, 2023. In connection with this MOB, we entered into a ground lease and master flex-lease agreement with a wholly-owned subsidiary of UHS. The master flex lease agreement has a ten-year term scheduled to expire on March 31, 2033, and covers approximately 68% of the rentable square feet of the MOB at an initial minimum rent of $1.3 million annually plus a pro-rata share of the common area maintenance expenses. The master flex-lease is subject to a reduction during the term based upon the execution of third-party leases. The ground lease and the master flex lease each commenced during March, 2023.

During the fourth quarter of 2021, we purchased the 5% minority ownership interest held by a third-party member in Grayson Properties, LP which owns the Texoma Medical Plaza, an MOB located in Denison, Texas for approximately $3.1 million. The MOB is located on the campus of Texoma Medical Center, a hospital that is owned and operated by a wholly-owned subsidiary of UHS. A third-party appraisal was completed to determine the fair value of the property. As a result of this minority ownership purchase during the fourth quarter of 2021, we own 100% of the LP and are therefore consolidating this LP effective with the purchase date. There was no material impact on our net income as a result of the consolidation of this LP subsequent to the transaction. Please see Note 5 for additional disclosure surrounding this transaction.

In May, 2021, we acquired the Fire Mesa office building located in Las Vegas, Nevada for a purchase price of approximately $12.9 million. The building is 100% leased under the terms of a triple net lease by a wholly-owned subsidiary of UHS. The initial lease is scheduled to expire on August 31, 2027 and has two five-year renewal options. The acquisition of this office building was part of a series of planned tax deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code, as amended.

We are the lessee on thirteen ground leases with subsidiaries of UHS (for consolidated and unconsolidated investments), including one that commenced in March, 2023. The remaining lease terms on the ground leases with subsidiaries of UHS range from approximately 26 years to approximately 75 years. The annual aggregate lease payments on these properties are approximately $571,000 during each of the years ended 2023 through 2027, and an aggregate of $31.8 million thereafter. See Note 7 for additional lease accounting disclosure.

Officers and Employees: Our officers are all employees of a wholly-owned subsidiary of UHS and although as of September 30, 2023 we had no salaried employees, our officers do typically receive annual stock-based compensation awards in the form of restricted stock. In special circumstances, if warranted and deemed appropriate by the Compensation Committee of the Board of Trustees, our officers may also receive one-time special compensation awards in the form of restricted stock and/or cash bonuses.

Advisory Agreement: UHS of Delaware, Inc. (the “Advisor”), a wholly-owned subsidiary of UHS, serves as Advisor to us under an advisory agreement dated December 24, 1986, and as amended and restated as of January 1, 2019 (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Advisor is obligated to present an investment program to us, to use its best efforts to obtain investments suitable for such program (although it is not obligated to present any particular investment opportunity to us), to provide administrative services to us and to conduct our day-to-day affairs. All transactions between us and UHS must be approved by the Trustees who are unaffiliated with UHS (the “Independent Trustees”). In performing its services under the Advisory Agreement, the Advisor may utilize independent professional services, including accounting, legal, tax and other services, for which the Advisor is reimbursed directly by us. The Advisory Agreement may be terminated for any reason upon sixty days written notice by us or the Advisor. The Advisory Agreement expires on December 31 of each year; however, it is renewable by us, subject to a determination by the Independent Trustees, that the Advisor’s performance has been satisfactory. The Advisory Agreement was renewed for 2023 with the same terms as the Advisory Agreement in place during 2022 and 2021.

Our advisory fee for the three and nine months ended September 30, 2023 and 2022, was computed at 0.70% of our average invested real estate assets, as derived from our condensed consolidated balance sheets. Based upon a review of our advisory fee and other general and administrative expenses, as compared to an industry peer group, the advisory fee computation remained unchanged for 2023, as compared to the last three years. The average real estate assets for advisory fee calculation purposes exclude certain items from our condensed consolidated balance sheet such as, among other things, accumulated depreciation, cash and cash equivalents, lease receivables, deferred charges and other assets. The advisory fee is payable quarterly, subject to adjustment at year-end based upon our audited financial statements. Advisory fees incurred and paid (or payable) to UHS amounted to approximately $1.3 million for each of the three-month periods ended September 30, 2023 and 2022, and were based upon average invested real estate assets of $761 million and $741 million, respectively. Advisory fees incurred and paid (or payable) to UHS amounted to approximately $4.0 million and $3.8 million for the nine-month periods ended September 30, 2023 and 2022, respectively, and were based upon average invested real estate assets of $754 million and $721 million, respectively.

Share Ownership: As of September 30, 2023 and December 31, 2022, UHS owned 5.7% of our outstanding shares of beneficial interest.

SEC reporting requirements of UHS: UHS is subject to the reporting requirements of the SEC and is required to file annual reports containing audited financial information and quarterly reports containing unaudited financial information. Since the aggregate revenues generated from the UHS-related tenants comprised approximately 41% of our consolidated revenues during each of the three and nine-month periods ended September 30, 2023 and 2022, and since a subsidiary of UHS is our Advisor, you are encouraged to obtain the publicly available filings for Universal Health Services, Inc. from the SEC’s website. These filings are the sole responsibility of UHS and are not incorporated by reference herein.

v3.23.3
Dividends
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Dividends

(3) Dividends

Dividends and dividend equivalents:

During the third quarter of 2023, we declared and paid dividends of approximately $9.9 million or $.720 per share. We declared and paid dividends of approximately $9.8 million or $.71 per share, during the third quarter of 2022. During the nine-month period ended September 30, 2023, we declared and paid dividends of approximately $29.8 million (including accrued dividends that were paid related to the vesting of restricted stock), or $2.155 per share. During the nine-month period ended September 30, 2022, we declared and paid dividends of approximately $29.3 million (including accrued dividends that were paid related to the vesting of restricted stock), or $2.125 per share. Dividend equivalents, which are applicable to shares of unvested restricted stock, were accrued during the first nine months of 2023 and 2022 and were or will be paid upon vesting of the restricted stock.

v3.23.3
Acquisitions and Divestitures
9 Months Ended
Sep. 30, 2023
Business Combinations [Abstract]  
Acquisitions and Divestitures

(4) Acquisitions and Divestitures

Nine Months Ended September 30, 2023:

New Construction:

In January 2022, we entered into a ground lease and master flex-lease agreement with a wholly-owned subsidiary of UHS to develop, construct and own the real property of Sierra Medical Plaza I, an MOB located in Reno, Nevada, consisting of approximately 86,000 rentable square feet. This MOB is located on the campus of the Northern Nevada Sierra Medical Center, a newly constructed hospital that is owned and operated by a wholly-owned subsidiary of UHS, which was completed and opened during April of 2022. Construction of this MOB, for which we engaged a non-related third party to act as construction manager, commenced in January, 2022, and was substantially completed in March, 2023. The aggregate cost of the MOB is estimated to be approximately $35 million, approximately $26 million of which was incurred as of September 30, 2023. The master flex lease agreement in connection with this building, which commenced in March, 2023 and has a ten-year term scheduled to expire on March 31, 2033, covers approximately 68% of the rentable square feet of the MOB at an initial minimum rent of $1.3 million annually, plus a pro-rata share of the common area maintenance expenses. The master flex lease agreement is subject to reduction based upon the execution of third-party leases. Additionally, the ground lease for this property commenced and a right-of-use asset and lease liability was recorded in connection with this lease during the first quarter of 2023.

Acquisitions:

During the third quarter of 2023, we acquired the McAllen Doctor's Center, an MOB located in McAllen, Texas, for a purchase price of approximately $7.5 million. The building has approximately 79,500 rentable square feet and is 100% master leased to McAllen Hospitals, L.P, a wholly-owned subsidiary of UHS. The triple-net master lease is for twelve years scheduled to expire on August 31, 2035. McAllen Hospitals, L.P. has the option to renew the lease term for three consecutive ten-year terms. The initial annual base rent is approximately $624,000. This acquisition was completed utilizing a qualified third-party intermediary as part of an anticipated tax-deferred like-kind-exchange transaction pursuant to Section 1031 of the Internal Revenue Code, as amended.

Divestitures:

There were no divestitures during the first nine months of 2023.

 

Nine Months Ended September 30, 2022:

Acquisitions:

During the first quarter of 2022, we completed two transactions, as described below, utilizing qualified third-party intermediaries as part of a series of planned tax-deferred like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code, as amended.

In March, 2022, we acquired the Beaumont Heart and Vascular Center, a medical office building located in Dearborn, Michigan for a purchase price of approximately $5.4 million. The building, which has approximately 17,621 rentable square feet, is 100% leased to a single tenant under the terms of a triple-net lease that is scheduled to expire on November 30, 2026 and has lease escalations of 2.5% per year that commenced on December 1, 2022.

In January, 2022, we acquired the 140 Thomas Johnson Drive medical office building located in Frederick, Maryland for a purchase price of approximately $8.0 million. The building, which has approximately 20,146 rentable square feet, is 100% leased to three tenants under the terms of triple-net leases. Approximately 72% of the rentable square feet of this MOB is leased pursuant to a 15-year lease, with a remaining lease term of approximately 14 years at the time of purchase, with three, five-year renewal options.

Divestitures:

There were no divestitures during the first nine months of 2022.

v3.23.3
Summarized Financial Information of Equity Affiliates
9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Summarized Financial Information of Equity Affiliates

(5) Summarized Financial Information of Equity Affiliates

In accordance with U.S. GAAP 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.

Distributions received from equity method investees in the consolidated statements of cash flows are classified based upon the nature of the distribution. Returns on investments are presented net of equity in income from unconsolidated investments as cash flows from operating activities. Returns of investments are classified as cash flows from investing activities.

At September 30, 2023, we have non-controlling equity investments or commitments in four jointly-owned LLCs/LPs which own MOBs. As of September 30, 2023 we accounted for these LLCs/LPs on an unconsolidated basis pursuant to the equity method since they are not variable interest entities which we are the primary beneficiary nor do we have a controlling voting interest. The majority of these entities are joint-ventures between us and non-related parties that 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 funding is typically advanced as equity or member loans. These entities maintain property insurance on the properties.

During the fourth quarter of 2021, we purchased the 5% minority ownership interest, held by the third-party member in Grayson Properties, LP which owns the Texoma Medical Plaza, in which we previously held a noncontrolling majority ownership interest. As a result of this minority ownership purchase, we own 100% of the LP and began to account for it on a consolidated basis effective November 1, 2021. Prior to November 1, 2021, the LP was accounted for on an unconsolidated basis pursuant to the equity method.

The following property table represents the four LLCs/LPs in which we owned a non-controlling interest and were accounted for under the equity method as of September 30, 2023:

 

 

 

 

 

 

Name of LLC/LP

 

Ownership

 

 

Property Owned by LLC/LP

Suburban Properties

 

 

33

%

 

St. Matthews Medical Plaza II

Brunswick Associates (a.)(b.)

 

 

74

%

 

Mid Coast Hospital MOB

FTX MOB Phase II (c.)

 

 

95

%

 

Forney Medical Plaza II

Grayson Properties II (d.)(e.)

 

 

95

%

 

Texoma Medical Plaza II

(a.)
This LLC has a third-party term loan of $8.5 million, which is non-recourse to us, outstanding as of September 30, 2023.
(b.)
We are the lessee with a third party on a ground lease for land.
(c.)
During the first quarter of 2021, this LP paid off its $4.7 million mortgage loan upon maturity, utilizing pro rata equity contributions from the limited partners as well as a $3.5 million member loan from us to the LP which was funded utilizing borrowings from our revolving credit agreement. During the first quarter of 2023, the LP repaid $175,000 of the member loan and the remaining $3.3 million member loan balance was converted to an equity investment in the LP.
(d.)
Construction of this MOB was substantially completed in December, 2020. This MOB is located in Denison, Texas on the campus of a hospital owned and operated by a wholly-owned subsidiary of UHS. We have committed to invest up to $5.0 million in equity and debt financing, $2.2 million of which has been funded as of September 30, 2023. This LP entered into a $13.1 million third-party construction loan commitment, which is non-recourse to us, which has an outstanding balance of $12.8 million as of September 30, 2023. Monthly principal and interest payments on this loan commenced on January 1, 2023. The LP developed, constructed, owns and operates the Texoma II Medical Plaza.
(e.)
We are the lessee with a UHS-related party for the land related to this property.

 

Below are the condensed combined statements of income (unaudited) for the four LLCs/LPs accounted for under the equity method at September 30, 2023 and 2022:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(amounts in thousands)

(amounts in thousands)

 

Revenues

 

$

2,269

 

 

$

2,129

 

 

$

6,538

 

 

$

6,108

 

Operating expenses

 

 

967

 

 

 

826

 

 

 

2,684

 

 

 

2,289

 

Depreciation and amortization

 

 

478

 

 

 

463

 

 

 

1,394

 

 

 

1,386

 

Interest, net

 

 

199

 

 

 

264

 

 

 

638

 

 

 

795

 

Net income

 

$

625

 

 

$

576

 

 

$

1,822

 

 

$

1,638

 

Our share of net income

 

$

314

 

 

$

346

 

 

$

953

 

 

$

943

 

Below are the condensed combined balance sheets (unaudited) for the four above-mentioned LLCs/LPs that were accounted for under the equity method as of September 30, 2023 and December 31, 2022:

 

 

 

September 30,
2023

 

 

December 31,
2022

 

 

 

(amounts in thousands)

 

Net property, including construction in progress

 

$

28,875

 

 

$

29,573

 

Other assets (a.)

 

 

5,310

 

 

 

4,334

 

Total assets

 

$

34,185

 

 

$

33,907

 

 

 

 

 

 

 

 

Other liabilities (a.)

 

$

2,767

 

 

$

2,338

 

Mortgage notes payable, non-recourse to us

 

 

21,357

 

 

 

21,802

 

Advances payable to us (b.)

 

 

-

 

 

 

3,500

 

Equity

 

 

10,061

 

 

 

6,267

 

Total liabilities and equity

 

$

34,185

 

 

$

33,907

 

 

 

 

 

 

 

 

Investments in and advances to LLCs before amounts included in

 

 

 

 

 

 

   accrued expenses and other liabilities

 

$

9,329

 

 

$

9,282

 

   Amounts included in accrued expenses and other liabilities

 

 

(1,730

)

 

 

(1,709

)

Our share of equity in LLCs, net

 

$

7,599

 

 

$

7,573

 

(a.)
Other assets and other liabilities as of September 30, 2023 and December 31, 2022 include approximately $652,000 and $654,000, respectively, of right-of-use land assets and right-of-use land liabilities related to ground leases whereby the LLC/LP is the lessee, with third party lessors, including subsidiaries of UHS.
(b.)
This 7.25% member loan to FTX MOB Phase II, LP had a maturity date of March 1, 2023. Upon the maturity date, the LP repaid $175,000 of the member loan to us and the remaining balance of $3.3 million was converted to an equity contribution by us.

As of September 30, 2023, and December 31, 2022, aggregate principal amounts due on mortgage notes payable by unconsolidated LLCs/LPs, 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

 

9/30/2023

 

 

12/31/2022

 

 

Maturity Date

Brunswick Associates (2.80% fixed rate mortgage loan)

 

$

8,522

 

 

$

8,727

 

 

December, 2030

Grayson Properties II (3.70% fixed rate construction loan) (b.)

 

 

12,835

 

 

 

13,075

 

 

June, 2025

 

 

$

21,357

 

 

$

21,802

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and include a balloon principal payment upon maturity.
(b.)
This construction loan required interest on the outstanding principal balance to be paid on a monthly basis through December 1, 2022. On January 1, 2023, monthly principal and interest payments on this loan commenced.

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 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.

v3.23.3
Recent Accounting Pronouncements
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Recent Accounting Pronouncements

(6) Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued an accounting standard classified under FASB ASC Topic 848, “Reference Rate Reform.” The amendments in this update contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur. Beginning in the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We will continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform to December 31, 2024. ASU 2022-06 is effective immediately for all companies. ASU 2022-06 has no impact on the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2023.

v3.23.3
Lease Accounting
9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Lease Accounting

(7) Lease Accounting

Our results for reporting periods beginning January 1, 2019 are presented under the ASC 842 lease standard. We adopted ASC 842 effective January 1, 2019 under the modified retrospective approach and elected the optional transition method to apply the provisions of ASC 842 as of the adoption date, rather than the earliest period presented. We elected to apply certain adoption related practical expedients for all leases that commenced prior to the election date. This practical expedient allowed us to not separate expenses reimbursed by our customers (“tenant reimbursements”) from the associated rental revenue if certain criteria were met.

As Lessor:

We lease most of our operating properties to customers under agreements that are typically classified as operating leases (as noted below, two of our leases are accounted for as financing arrangements effective on December 31, 2021). We recognize the total minimum lease payments provided for under the operating leases on a straight-line basis over the lease term. Generally, under the terms of our leases, the majority of our rental expenses, including common area maintenance, real estate taxes and insurance, are recovered from our customers. We record amounts reimbursed by customers in the period that the applicable expenses are incurred, which is generally ratably throughout the term of the lease. We have elected the package of practical expedients that allows lessors to not separate lease and non-lease components by class of underlying asset. This practical expedient allowed us to not separate expenses reimbursed by our customers (“tenant reimbursements”) from the associated rental revenue if certain criteria were met. We assessed these criteria and concluded that the timing and pattern of transfer for rental revenue and the associated tenant reimbursements are the same, and for the leases that qualify as operating leases, we accounted for and presented rental revenue and tenant reimbursements as a single component under Lease revenue in our consolidated statements of income for the three and nine months ended September 30, 2023 and 2022.

On December 31, 2021, as a result of the asset purchase and sale transaction with UHS, as amended during the first quarter of 2022, the real estate assets of two wholly-owned subsidiaries of UHS were transferred to us (Aiken and Canyon Creek). As discussed in Note 2, these assets are accounted for as financing arrangements and our consolidated balance sheets at September 30, 2023 and December 31, 2022 reflect financing receivables related to this transaction amounting to $83.4 million and $83.6 million, respectively. Pursuant to the leases, as amended during the first quarter of 2022, the aggregate annual rental during 2023 on the acquired properties, which is payable to us on a monthly basis, amounts to approximately $5.8 million ($4.0 million related to Aiken and $1.8 million related to Canyon Creek). The portion of these lease payments that will be included in our consolidated statements of income, and reflected as interest income on financing leases, is expected to be approximately $5.5 million during the full year of 2023. Lease revenue will not be impacted by the lease payments received related to these two properties.

The components of the “Lease revenue – UHS facilities” and “Lease revenue – Non-related parties” captions for the three and nine month periods ended September 30, 2023 and 2022 are disaggregated below (in thousands). Base rents are primarily stated rent amounts provided for under the leases that are recognized on a straight-line basis over the term of the lease. Bonus rents and tenant reimbursements represent amounts where tenants are contractually obligated to pay an amount that is variable in nature.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

UHS facilities:

 

 

 

 

 

 

 

 

 

 

 

Base rents

$

6,620

 

 

$

6,102

 

 

$

19,400

 

 

$

18,303

 

Bonus rents (a.)

 

725

 

 

 

727

 

 

 

2,219

 

 

 

2,048

 

Tenant reimbursements

 

929

 

 

 

642

 

 

 

2,678

 

 

 

1,940

 

Lease revenue - UHS facilities

$

8,274

 

 

$

7,471

 

 

$

24,297

 

 

$

22,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-related parties:

 

 

 

 

 

 

 

 

 

 

 

Base rents

 

10,542

 

 

 

10,108

 

 

 

31,256

 

 

 

30,352

 

Tenant reimbursements

 

3,384

 

 

 

2,728

 

 

 

9,699

 

 

 

8,312

 

Lease revenue - Non-related parties

$

13,926

 

 

$

12,836

 

 

$

40,955

 

 

$

38,664

 

(a.) Consists of bonus rental earned in connection with McAllen Medical Center.

Disclosures Related to Vacant Facilities:

Vacancies – Specialty Hospitals:

After evaluation of the most suitable future uses for a vacant specialty hospital located in Chicago, Illinois, as well as an effort to reduce its ongoing operating and maintenance expenses, we decided to raze the building. Demolition of the former specialty hospital located

in Chicago has been substantially completed. Demolition costs were approximately $1.5 million in the aggregate, nearly all of which was incurred as of June 30, 2023. These demolition costs were included in other operating expenses in our consolidated statements of income during the following periods: $332,000 during the fourth quarter of 2022, $265,000 during the first quarter of 2023 and $862,000 during the second quarter of 2023.

Including the above-mentioned demolition costs incurred during the three and nine-months ended September 30, 2023, the operating expenses incurred by us in connection with the property located in Chicago, Illinois, were $129,000 and $1.5 million during the three and nine-months ended September 30, 2023, respectively, (or $129,000 and $401,000 during the three and nine-months ended September 30, 2023, respectively, excluding the demolition costs) as compared to $240,000 and $1.1 million during the three and nine-month periods ended September 30, 2022, respectively.

In addition, the aggregate operating expenses for the two vacant specialty facilities located in Evansville, Indiana, and Corpus Christi, Texas, were approximately $183,000 and $167,000 during the three-month periods ended September 30, 2023 and 2022, respectively, and approximately $572,000 and $540,000 during the nine-month periods ended September 30, 2023 and 2022, respectively.

We continue to market the three above-mentioned properties to third parties. Future operating expenses related to these properties, which are estimated to be approximately $1.3 million in the aggregate during the full year of 2023 (excluding the demolition costs incurred in connection with the property in Chicago, Illinois), will be incurred by us during the time they remain owned and unleased. Should these properties continue to remain owned and unleased for an extended period of time, or should we incur substantial renovation or additional demolition costs to make the properties suitable for other operators/tenants/buyers, our future results of operations could be materially unfavorably impacted.

As Lessee:

We are the lessee with various third parties, including subsidiaries of UHS, in connection with ground leases for land at fifteen of our consolidated properties. Our right-of-use land assets represent our right to use the land for the lease term and our lease liabilities represent our obligation to make lease payments arising from the leases. Right-of-use assets and lease liabilities were recognized upon adoption of Topic 842 based on the present value of lease payments over the lease term. We utilized our estimated incremental borrowing rate, which was derived from information available as of January 1, 2019, or the commencement date of the ground lease, whichever is later, in determining the present value of lease payments for active leases on that date. A right-of-use asset and lease liability are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similarly to previous guidance for operating leases. We do not currently have any ground leases with an initial term of 12 months or less. As of September 30, 2023, our condensed consolidated balance sheet includes right-of-use land assets of approximately $11.0 million and ground lease liabilities of approximately $11.0 million. During the first quarter of 2023, the ground lease for the newly constructed and substantially completed Sierra Medical Plaza I commenced and a right-of-use asset and lease liability was recorded in connection with this lease.

v3.23.3
Debt and Financial Instruments
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt and Financial Instruments

(8) Debt and Financial Instruments

Debt:

Management routinely monitors and analyzes the Trust’s capital structure in an effort to maintain the targeted balance among capital resources including the level of borrowings pursuant to our revolving credit facility, the level of borrowings pursuant to non-recourse mortgage debt secured by the real property of our properties and our level of equity including consideration of equity issuances. This ongoing analysis considers factors such as the current debt market and interest rate environment, the current/projected occupancy and financial performance of our properties, the current loan-to-value ratio of our properties, the Trust’s current stock price, the capital resources required for anticipated acquisitions and the expected capital to be generated by anticipated divestitures. This analysis, together with consideration of the Trust’s current balance of revolving credit agreement borrowings, non-recourse mortgage borrowings and equity, assists management in deciding which capital resource to utilize when events such as refinancing of specific debt components occur or additional funds are required to finance the Trust’s growth.

On May 15, 2023 we entered into the first amendment to our amended and restated revolving credit agreement ("Credit Agreement") dated as of July 2, 2021 among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The amendment replaced LIBOR rate with term SOFR plus .10% ("adjusted term SOFR") as an alternative benchmark rate for purposes under the Credit Agreement for settings of benchmark rates that occur on or after the closing date in accordance with the benchmark replacement provisions set forth in the Credit Agreement.

On July 2, 2021, we entered into an amended and restated Credit Agreement to amend and restate the previously existing $350 million credit agreement, as amended and dated June 5, 2020. Among other things, under the Credit Agreement, our aggregate revolving credit commitment was increased to $375 million from $350 million. The Credit Agreement, which is scheduled to mature on July 2, 2025, provides for a revolving credit facility in an aggregate principal amount of $375 million, including a $40 million sublimit for letters of credit and a $30 million sublimit for swingline/short-term loans. Under the terms of the Credit Agreement, we may request that the revolving line of credit be increased by up to an additional $50 million. Borrowings under the new facility are guaranteed by certain

subsidiaries of the Trust. In addition, borrowings under the new facility are secured by first priority security interests in and liens on all equity interests in most of the Trust’s wholly-owned subsidiaries.

Borrowings under the Credit Agreement will bear interest annually at a rate equal to, at our option, at adjusted term SOFR for either one, three, or six months or the Base Rate, plus in either case, a specified margin depending on our total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin prior to the first amendment ranges from 1.10% to 1.35% for LIBOR loans and 0.10% to 0.35% for Base Rate loans. The initial applicable margin after the first amendment is 1.20% for adjusted term SOFR loans and 0.20% for Base Rate loans. The Credit Agreement, as amended by the first amendment, defines “Base Rate” as the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month adjusted term SOFR plus 1%. The Trust will also pay a quarterly revolving facility fee ranging from 0.15% to 0.35% (depending on the Trust’s total leverage ratio) on the committed amount of the Credit Agreement. The Credit Agreement also provides for options to extend the maturity date and borrowing availability for two additional six-month periods.

The margins over adjusted term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2023, the applicable margin over the adjusted term SOFR rate was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%.

At September 30, 2023, we had $321.5 million of outstanding borrowings and $3.1 million of letters of credit outstanding under our Credit Agreement. We had $50.4 million of available borrowing capacity, net of the outstanding borrowings and letters of credit outstanding as of September 30, 2023. There are no compensating balance requirements. At December 31, 2022, we had $298.1 million of outstanding borrowings, $3.1 million of outstanding letters of credit and $73.8 million of available borrowing capacity.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on certain indebtedness, liens, acquisitions and other investments, fundamental changes, asset dispositions and dividends and other distributions. The Credit Agreement also contains restrictive covenants regarding the Trust’s ratio of total debt to total assets, the fixed charge coverage ratio, the ratio of total secured debt to total asset value, the ratio of total unsecured debt to total unencumbered asset value, and minimum tangible net worth, as well as customary events of default, the occurrence of which may trigger an acceleration of amounts then outstanding under the Credit Agreement. We are in compliance with all of the covenants in the Credit Agreement at September 30, 2023, and were in compliance with all of the covenants of the Credit Agreement at December 31, 2022. We also believe that we would remain in compliance if, based on the assumption that the majority of the potential new borrowings will be used to fund investments, the full amount of our commitment was borrowed.

The following table includes a summary of the required compliance ratios, giving effect to the covenants contained in the Credit Agreement (dollar amounts in thousands):

 

 

Covenant

 

September 30,
2023

 

December 31,
2022

 

Tangible net worth

 

> =$125,000

 

$

200,658

 

$

219,654

 

Total leverage

 

< 60%

 

 

44.5

%

 

42.9

%

Secured leverage

 

< 30%

 

 

4.9

%

 

5.6

%

Unencumbered leverage

 

< 60%

 

 

44.2

%

 

41.8

%

Fixed charge coverage

 

> 1.50x

 

3.3x

 

4.3x

 

 

 

As indicated on the following table, we have various mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of September 30, 2023 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

2704 North Tenaya Way fixed rate mortgage loan (b.)

 

$

6,121

 

 

 

4.95

%

 

November, 2023

Summerlin Hospital Medical Office Building III fixed
   rate mortgage loan (c.)

 

 

12,345

 

 

 

4.03

%

 

April, 2024

Tuscan Professional Building fixed rate mortgage loan

 

 

1,229

 

 

 

5.56

%

 

June, 2025

Phoenix Children’s East Valley Care Center fixed rate
   mortgage loan

 

 

7,999

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,836

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

39,530

 

 

 

 

 

 

     Less net financing fees

 

 

(215

)

 

 

 

 

 

     Plus net debt premium

 

 

4

 

 

 

 

 

 

Total mortgages notes payable, non-recourse to us, net

 

$

39,319

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
Upon the November 1, 2023 maturity date, this loan was fully repaid utilizing borrowings under our Credit Agreement.
(c.)
This loan is scheduled to mature within the next twelve months at which time we will either refinance pursuant to a new mortgage loan or repay the mortgage balance in full utilizing borrowings under our Credit Agreement.

On January 3, 2023, the $4.2 million fixed rate mortgage loan on Desert Valley Medical Center was fully repaid utilizing borrowings under our Credit Agreement.

At September 30, 2023 and December 31, 2022, we had various mortgages, all of which were non-recourse to us, included in our condensed consolidated balance sheet. The mortgages are secured by the real property of the buildings as well as property leases and rents. The mortgages outstanding as of September 30, 2023, had a combined carrying value of approximately $39.5 million and a combined fair value of approximately $36.7 million. The mortgages outstanding as of December 31, 2022, had a combined carrying value of approximately $45.0 million and a combined fair value of approximately $43.2 million. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosure in connection with debt instruments. Changes in market rates on our fixed rate debt impacts the fair value of debt, but it has no impact on interest incurred or cash flow.

Financial Instruments:

In March 2020, we entered into an interest rate swap agreement on a total notional amount of $55 million with a fixed interest rate of 0.565% that we designated as a cash flow hedge. The interest rate swap became effective on March 25, 2020 and is scheduled to mature on March 25, 2027. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If one-month term SOFR is above 0.505%, the counterparty pays us, and if one-month term SOFR is less than 0.505%, we pay the counterparty, the difference between the fixed rate of 0.505% and one-month term SOFR.

In January 2020, we entered into an interest rate swap agreement on a total notional amount of $35 million with a fixed interest rate of 1.4975% that we designated as a cash flow hedge. The interest rate swap became effective on January 15, 2020 and is scheduled to mature on September 16, 2024. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If the one-month term SOFR is above 1.41%, the counterparty pays us, and if the one-month term SOFR is less than 1.41%, we pay the counterparty, the difference between the fixed rate of 1.41% and one-month term SOFR.

During the third quarter of 2019, we entered into an interest rate swap agreement on a total notional amount of $50 million with a fixed interest rate of 1.144% that we designated as a cash flow hedge. The interest rate swap became effective on September 16, 2019 and is scheduled to mature on September 16, 2024. On May 15, 2023, this interest rate swap agreement was modified to replace the benchmark rate from LIBOR to term SOFR. If one-month term SOFR is above 1.064%, the counterparty pays us, and if one-month term SOFR is less than 1.064%, we pay the counterparty, the difference between the fixed rate of 1.064% and one-month term SOFR.

We measure our interest rate swaps at fair value on a recurring basis. The fair value of our interest rate swaps is based on quotes from third parties. We consider those inputs to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with derivative instruments and hedging activities. At September 30, 2023, the fair value of our interest rate swaps was a net asset of $10.5 million which is included in deferred charges and other assets on the accompanying condensed consolidated balance sheet. During the third quarter of 2023, we received approximately $1.6 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2023, we received approximately $4.3 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. From inception of the swap agreements

through September 30, 2023 we paid or accrued approximately $2.5 million to the counterparty, offset by approximately $5.9 million in receipts from the counterparty, adjusted for accruals, pursuant to the terms of the swap. During the third quarter of 2022, we paid or accrued approximately $3,000 to the counterparty, offset by $428,000 in receipts from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2022, we paid or accrued approximately $414,000 to the counterparty, offset by $463,000 in receipts from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either an asset or a liability, with a corresponding amount recorded in accumulated other comprehensive income (“AOCI”) within shareholders’ equity. Amounts are reclassified from AOCI to the income statement in the period or periods the hedged transaction affects earnings. We do not expect any gains or losses on our interest rate swaps to be reclassified to earnings in the next twelve months.

v3.23.3
Segment Reporting
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Segment Reporting

(9) Segment Reporting

Our primary business is investing in and leasing healthcare and human service facilities through direct ownership or through joint ventures, which aggregate into a single reportable segment. We actively manage our portfolio of healthcare and human service facilities and may from time to time make decisions to sell lower performing properties not meeting our long-term investment objectives. The proceeds of sales are typically reinvested in new developments or acquisitions, which we believe will meet our planned rate of return. It is our intent that all healthcare and human service facilities will be owned or developed for investment purposes. Our revenue and net income are generated from the operation of our investment portfolio.

Our portfolio is located throughout the United States, however, we do not distinguish or group our operations on a geographical basis for purposes of allocating resources or measuring performance. We review operating and financial data for each property on an individual basis; therefore, we define an operating segment as our individual properties. Individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the facilities, tenants and operational processes, as well as long-term average financial performance. No individual property meets the requirements necessary to be considered its own segment.

v3.23.3
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions (Tables)
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Existing Lease Terms and Renewal Options for Each of UHS Hospital Facilities

The table below details the existing lease terms and renewal options for each of the hospital leases that are related to UHS as of September 30, 2023, consisting of three acute care hospitals and three behavioral health hospitals:

 

Hospital Name

 

Annual
Minimum
Rent

 

 

End of
Lease Term

 

Renewal
Term
(years)

 

 

McAllen Medical Center

 

$

5,485,000

 

 

December, 2026

 

 

5

 

(a)

Wellington Regional Medical Center

 

$

6,477,000

 

 

December, 2026

 

 

5

 

(b)

Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services

 

$

3,982,000

 

 

December, 2033

 

 

35

 

(c)

Canyon Creek Behavioral Health

 

$

1,800,000

 

 

December, 2033

 

 

35

 

(c)

Clive Behavioral Health Hospital

 

$

2,701,000

 

 

December, 2040

 

 

50

 

(d)

 

(a)
UHS has one 5-year renewal option at existing lease rates (through 2031).
(b)
UHS has one 5-year renewal option at fair market value lease rates (through 2031; see additional disclosure below). The annual rental will increase by 2.5% on an annual compounded basis on each January 1st through 2026.
(c)
UHS has seven 5-year renewal options at fair market value lease rates (2034 through 2068). The annual rental rate will increase by 2.25% on a cumulative and compounded basis on each January 1st through 2033.
(d)
The UHS-related joint venture has five 10-year renewal options; the first three of the five 10-year renewal options will be at computed lease rates as stipulated in the lease (2041 through 2070) and the last two 10-year renewal options will be at fair market lease rates (2071 through 2090). On each January 1st through 2040 (and potentially through 2070 if the first three of five, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis.
v3.23.3
Summarized Financial Information of Equity Affiliates (Tables)
9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Limited Liability Companies Accounted for Under Equity Method

The following property table represents the four LLCs/LPs in which we owned a non-controlling interest and were accounted for under the equity method as of September 30, 2023:

 

 

 

 

 

 

Name of LLC/LP

 

Ownership

 

 

Property Owned by LLC/LP

Suburban Properties

 

 

33

%

 

St. Matthews Medical Plaza II

Brunswick Associates (a.)(b.)

 

 

74

%

 

Mid Coast Hospital MOB

FTX MOB Phase II (c.)

 

 

95

%

 

Forney Medical Plaza II

Grayson Properties II (d.)(e.)

 

 

95

%

 

Texoma Medical Plaza II

(a.)
This LLC has a third-party term loan of $8.5 million, which is non-recourse to us, outstanding as of September 30, 2023.
(b.)
We are the lessee with a third party on a ground lease for land.
(c.)
During the first quarter of 2021, this LP paid off its $4.7 million mortgage loan upon maturity, utilizing pro rata equity contributions from the limited partners as well as a $3.5 million member loan from us to the LP which was funded utilizing borrowings from our revolving credit agreement. During the first quarter of 2023, the LP repaid $175,000 of the member loan and the remaining $3.3 million member loan balance was converted to an equity investment in the LP.
(d.)
Construction of this MOB was substantially completed in December, 2020. This MOB is located in Denison, Texas on the campus of a hospital owned and operated by a wholly-owned subsidiary of UHS. We have committed to invest up to $5.0 million in equity and debt financing, $2.2 million of which has been funded as of September 30, 2023. This LP entered into a $13.1 million third-party construction loan commitment, which is non-recourse to us, which has an outstanding balance of $12.8 million as of September 30, 2023. Monthly principal and interest payments on this loan commenced on January 1, 2023. The LP developed, constructed, owns and operates the Texoma II Medical Plaza.
(e.)
We are the lessee with a UHS-related party for the land related to this property.
Condensed Combined Statements of Income (Unaudited) for LLCs/LPs Accounted Under Equity Method

Below are the condensed combined statements of income (unaudited) for the four LLCs/LPs accounted for under the equity method at September 30, 2023 and 2022:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(amounts in thousands)

(amounts in thousands)

 

Revenues

 

$

2,269

 

 

$

2,129

 

 

$

6,538

 

 

$

6,108

 

Operating expenses

 

 

967

 

 

 

826

 

 

 

2,684

 

 

 

2,289

 

Depreciation and amortization

 

 

478

 

 

 

463

 

 

 

1,394

 

 

 

1,386

 

Interest, net

 

 

199

 

 

 

264

 

 

 

638

 

 

 

795

 

Net income

 

$

625

 

 

$

576

 

 

$

1,822

 

 

$

1,638

 

Our share of net income

 

$

314

 

 

$

346

 

 

$

953

 

 

$

943

 

Condensed Combined Balance Sheets (Unaudited) for LLCs/LPs Accounted Under Equity Method

Below are the condensed combined balance sheets (unaudited) for the four above-mentioned LLCs/LPs that were accounted for under the equity method as of September 30, 2023 and December 31, 2022:

 

 

 

September 30,
2023

 

 

December 31,
2022

 

 

 

(amounts in thousands)

 

Net property, including construction in progress

 

$

28,875

 

 

$

29,573

 

Other assets (a.)

 

 

5,310

 

 

 

4,334

 

Total assets

 

$

34,185

 

 

$

33,907

 

 

 

 

 

 

 

 

Other liabilities (a.)

 

$

2,767

 

 

$

2,338

 

Mortgage notes payable, non-recourse to us

 

 

21,357

 

 

 

21,802

 

Advances payable to us (b.)

 

 

-

 

 

 

3,500

 

Equity

 

 

10,061

 

 

 

6,267

 

Total liabilities and equity

 

$

34,185

 

 

$

33,907

 

 

 

 

 

 

 

 

Investments in and advances to LLCs before amounts included in

 

 

 

 

 

 

   accrued expenses and other liabilities

 

$

9,329

 

 

$

9,282

 

   Amounts included in accrued expenses and other liabilities

 

 

(1,730

)

 

 

(1,709

)

Our share of equity in LLCs, net

 

$

7,599

 

 

$

7,573

 

(a.)
Other assets and other liabilities as of September 30, 2023 and December 31, 2022 include approximately $652,000 and $654,000, respectively, of right-of-use land assets and right-of-use land liabilities related to ground leases whereby the LLC/LP is the lessee, with third party lessors, including subsidiaries of UHS.
(b.)
This 7.25% member loan to FTX MOB Phase II, LP had a maturity date of March 1, 2023. Upon the maturity date, the LP repaid $175,000 of the member loan to us and the remaining balance of $3.3 million was converted to an equity contribution by us.
Aggregate Principal Amounts due on Mortgage and Construction Notes Payable by Unconsolidated LLC's/LPs Accounted Under Equity Method

As of September 30, 2023, and December 31, 2022, aggregate principal amounts due on mortgage notes payable by unconsolidated LLCs/LPs, 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

 

9/30/2023

 

 

12/31/2022

 

 

Maturity Date

Brunswick Associates (2.80% fixed rate mortgage loan)

 

$

8,522

 

 

$

8,727

 

 

December, 2030

Grayson Properties II (3.70% fixed rate construction loan) (b.)

 

 

12,835

 

 

 

13,075

 

 

June, 2025

 

 

$

21,357

 

 

$

21,802

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and include a balloon principal payment upon maturity.
(b.)
This construction loan required interest on the outstanding principal balance to be paid on a monthly basis through December 1, 2022. On January 1, 2023, monthly principal and interest payments on this loan commenced.
v3.23.3
Lease Accounting (Tables)
9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Components of the "Lease Revenue - UHS facilities" and "Lease Revenue - Non-related Parties" Captions

The components of the “Lease revenue – UHS facilities” and “Lease revenue – Non-related parties” captions for the three and nine month periods ended September 30, 2023 and 2022 are disaggregated below (in thousands). Base rents are primarily stated rent amounts provided for under the leases that are recognized on a straight-line basis over the term of the lease. Bonus rents and tenant reimbursements represent amounts where tenants are contractually obligated to pay an amount that is variable in nature.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

UHS facilities:

 

 

 

 

 

 

 

 

 

 

 

Base rents

$

6,620

 

 

$

6,102

 

 

$

19,400

 

 

$

18,303

 

Bonus rents (a.)

 

725

 

 

 

727

 

 

 

2,219

 

 

 

2,048

 

Tenant reimbursements

 

929

 

 

 

642

 

 

 

2,678

 

 

 

1,940

 

Lease revenue - UHS facilities

$

8,274

 

 

$

7,471

 

 

$

24,297

 

 

$

22,291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-related parties:

 

 

 

 

 

 

 

 

 

 

 

Base rents

 

10,542

 

 

 

10,108

 

 

 

31,256

 

 

 

30,352

 

Tenant reimbursements

 

3,384

 

 

 

2,728

 

 

 

9,699

 

 

 

8,312

 

Lease revenue - Non-related parties

$

13,926

 

 

$

12,836

 

 

$

40,955

 

 

$

38,664

 

(a.) Consists of bonus rental earned in connection with McAllen Medical Center.

v3.23.3
Debt and Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Summary of Required Compliance Ratios Giving Effect to New Covenants in Credit Agreement

The following table includes a summary of the required compliance ratios, giving effect to the covenants contained in the Credit Agreement (dollar amounts in thousands):

 

 

Covenant

 

September 30,
2023

 

December 31,
2022

 

Tangible net worth

 

> =$125,000

 

$

200,658

 

$

219,654

 

Total leverage

 

< 60%

 

 

44.5

%

 

42.9

%

Secured leverage

 

< 30%

 

 

4.9

%

 

5.6

%

Unencumbered leverage

 

< 60%

 

 

44.2

%

 

41.8

%

Fixed charge coverage

 

> 1.50x

 

3.3x

 

4.3x

 

Outstanding Mortgages, Excluding Net Debt Premium

As indicated on the following table, we have various mortgages, all of which are non-recourse to us, included on our condensed consolidated balance sheet as of September 30, 2023 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

2704 North Tenaya Way fixed rate mortgage loan (b.)

 

$

6,121

 

 

 

4.95

%

 

November, 2023

Summerlin Hospital Medical Office Building III fixed
   rate mortgage loan (c.)

 

 

12,345

 

 

 

4.03

%

 

April, 2024

Tuscan Professional Building fixed rate mortgage loan

 

 

1,229

 

 

 

5.56

%

 

June, 2025

Phoenix Children’s East Valley Care Center fixed rate
   mortgage loan

 

 

7,999

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,836

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

39,530

 

 

 

 

 

 

     Less net financing fees

 

 

(215

)

 

 

 

 

 

     Plus net debt premium

 

 

4

 

 

 

 

 

 

Total mortgages notes payable, non-recourse to us, net

 

$

39,319

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
Upon the November 1, 2023 maturity date, this loan was fully repaid utilizing borrowings under our Credit Agreement.
(c.)
This loan is scheduled to mature within the next twelve months at which time we will either refinance pursuant to a new mortgage loan or repay the mortgage balance in full utilizing borrowings under our Credit Agreement.
v3.23.3
General - Additional Information (Detail)
Sep. 30, 2023
Property
Limited Liability Companies  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Number of real estate investments 4
4 Unconsolidated Limited Liability Companies / Limited Partner | Minimum  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Non-controlling equity interest, ownership percentage 33.00%
4 Unconsolidated Limited Liability Companies / Limited Partner | Maximum  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Non-controlling equity interest, ownership percentage 95.00%
v3.23.3
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions - Additional Information (Detail)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 31, 2022
ft²
May 31, 2021
USD ($)
Sep. 30, 2023
USD ($)
ft²
Hospital
Time
Mar. 31, 2023
USD ($)
ft²
Lease
Sep. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Subsidiary
Sep. 30, 2023
USD ($)
ft²
RenewalOption
Hospital
Time
Bed
Property
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Subsidiary
Related Party Transaction [Line Items]                    
Number of bed facility | Bed             100      
Annual advisory fee as percentage of average invested real estate assets     0.70%       0.70%      
Grayson Properties                    
Related Party Transaction [Line Items]                    
Minority ownership interest held by a third-party                   5.00%
Ownership percentage upon completion of the minority ownership purchase                   100.00%
Minority ownership interest                   $ 3,100,000
Aiken Regional Medical Center                    
Related Party Transaction [Line Items]                    
Monthly lease rent receivable           $ 4,000,000        
Canyon Creek Behavioral Health                    
Related Party Transaction [Line Items]                    
Monthly lease rent receivable           1,800,000        
Aiken Regional Medical Center and Canyon Creek Behavioral Health                    
Related Party Transaction [Line Items]                    
Fair market value of real estate assets received             $ 83,400,000   $ 83,600,000  
Lease expiration date                   Dec. 31, 2033
Lease renewal term     5 years       5 years      
Monthly lease rent receivable           $ 5,800,000        
Lease payments expected     $ 1,400,000   $ 1,400,000   $ 4,100,000 $ 4,100,000    
Term of lease                   12 years
Number of term renewal options | Time     7       7      
Aiken Regional Medical Center and Canyon Creek Behavioral Health | Bonus Rents                    
Related Party Transaction [Line Items]                    
Lease revenue             $ 0      
Universal Health Services, Inc                    
Related Party Transaction [Line Items]                    
Number of acute care hospital leased | Hospital     3       3      
Number of behavioral health care hospital leased | Hospital     3       3      
Number of hospital facilities leased | Hospital             6      
Number of medical office buildings and free standing emergency departments | Property             21      
Lease revenue [1]     $ 8,274,000   7,471,000   $ 24,297,000 22,291,000    
Option to renew lease, notice period prior to termination date of current term             90 days      
Number of ground leases | Lease       13            
Aggregate lease payments for 2027     571,000       $ 571,000      
Aggregate lease payments for thereafter     $ 31,800,000       31,800,000      
Average invested real estate assets             $ 754,000,000 3,800    
Percentage ownership of outstanding shares     5.70%       5.70%   5.70%  
Percentage of lease guaranteed             52.00%      
Universal Health Services, Inc | Minimum                    
Related Party Transaction [Line Items]                    
Remaining lease terms on ground leases             26 years      
Universal Health Services, Inc | Maximum                    
Related Party Transaction [Line Items]                    
Remaining lease terms on ground leases             75 years      
Universal Health Services, Inc | Bonus Rents                    
Related Party Transaction [Line Items]                    
Lease revenue [2]     $ 725,000   727,000   $ 2,219,000 2,048,000    
Universal Health Services, Inc | Acute Care Hospitals                    
Related Party Transaction [Line Items]                    
Number of hospitals operating lease terms of existing and renewal options | Hospital             3      
Universal Health Services, Inc | Wellington Regional Medical Center                    
Related Party Transaction [Line Items]                    
Percentage of annual rental increase on cumulative and compound basis             2.50%      
Universal Health Services, Inc | McAllen Medical Center                    
Related Party Transaction [Line Items]                    
Renewal options term at fair market value lease rates             5 years      
Renewal options at fair market value lease rates expiration year             2031      
Universal Health Services, Inc | Clive, Iowa | Clive Behavioral Health                    
Related Party Transaction [Line Items]                    
Initial lease term on property             20 years      
Lessee operating lease, existence of option to extend             true      
Percentage of annual rental increase on cumulative and compound basis             2.75%      
Option to renew lease, notice period prior to termination date of current term             270 days      
Renewal option term             10 years      
Operating Lease Additional Number Of Renewal Options At Fair Market Value Lease Rates | RenewalOption             2      
Renewal options term at fair market value lease rates             10 years      
Period to purchase respective leased facilities prior to end of lease term or renewal terms             270 days      
Number of term renewal options | Time     5       5      
Number of lease renewal option exercised | Time             3      
Universal Health Services, Inc | Clive, Iowa | Clive Behavioral Health | Minimum                    
Related Party Transaction [Line Items]                    
Renewal options at fair market value lease rates expiration year             2071      
Universal Health Services, Inc | Clive, Iowa | Clive Behavioral Health | Maximum                    
Related Party Transaction [Line Items]                    
Renewal options at fair market value lease rates expiration year             2090      
Universal Health Services, Inc | Palm Beach, Florida | Wellington Regional Medical Center                    
Related Party Transaction [Line Items]                    
Monthly lease rent receivable     $ 6,500,000       $ 6,500,000      
Operating lease renewal term     5 years       5 years      
Universal Health Services, Inc | TEXAS                    
Related Party Transaction [Line Items]                    
Lease expiration date     Aug. 31, 2035              
Universal Health Services, Inc | TEXAS | McAllen Medical Center                    
Related Party Transaction [Line Items]                    
Lease expiration date     Aug. 31, 2035              
Lease renewal term     12 years       12 years      
Initial rent     $ 624,000              
Term of lease     12 years       12 years      
Rentable square feet | ft²     79,500       79,500      
Payment to acquire business     $ 7,500,000              
Percentage of lease     100.00%              
Universal Health Services, Inc | Subsidiary                    
Related Party Transaction [Line Items]                    
Number of wholly-owned subsidiaries | Subsidiary           2        
Financing receivable     $ 83,400,000       $ 83,400,000   $ 83,600,000  
Universal Health Services, Inc | Asset Purchase and Sale Agreement | Subsidiary                    
Related Party Transaction [Line Items]                    
Cash received for sale of real estate asset           $ 4,100,000        
Gain on sale of real estate assets                   $ 68,400,000
Universal Health Services, Inc | Asset Purchase and Sale Agreement | Subsidiary | Inland Valley Campus of Southwest Healthcare System | Wildomar, California                    
Related Party Transaction [Line Items]                    
Fair market value of real estate asset sold           79,600,000        
Universal Health Services, Inc | Asset Purchase and Sale Agreement | Subsidiary | Aiken Regional Medical Center | Aiken, South Carolina                    
Related Party Transaction [Line Items]                    
Fair market value of real estate assets received           57,700,000        
Universal Health Services, Inc | Asset Purchase and Sale Agreement | Subsidiary | Canyon Creek Behavioral Health | Temple, Texas                    
Related Party Transaction [Line Items]                    
Fair market value of real estate assets received           26,000,000        
Universal Health Services, Inc | Asset Purchase and Sale Agreement | Subsidiary | Aiken Regional Medical Center and Canyon Creek Behavioral Health                    
Related Party Transaction [Line Items]                    
Number of wholly-owned subsidiaries | Subsidiary                   2
Fair market value of real estate assets received           $ 83,700,000        
Universal Health Services, Inc | Ground Lease and Master Flex-lease Agreement | Reno, Nevada | Sierra Medical Plaza I                    
Related Party Transaction [Line Items]                    
Cost Of Medical Office Building Incurred             26,000,000      
Rentable square feet | ft² 86,000     86,000            
Cost of medical office building             $ 35,000,000      
Percentage of rentable square feet 68.00%     68.00%            
Universal Health Services, Inc | Ground Lease and Master Flex-lease Agreement | Reno, Nevada | Sierra Medical Plaza I | Minimum                    
Related Party Transaction [Line Items]                    
Initial rent       $ 1,300,000            
Universal Health Services, Inc | Master flex lease agreement | Reno, Nevada | Sierra Medical Plaza I                    
Related Party Transaction [Line Items]                    
Lease expiration date             Mar. 31, 2033      
Lease renewal term     10 years       10 years      
Term of lease     10 years       10 years      
Fire Mesa Office Building [Member]                    
Related Party Transaction [Line Items]                    
Lease expiration date   Aug. 31, 2027                
Payment to acquire business   $ 12,900,000                
Lease percentage   100.00%                
Universal Health Services of Delaware Inc                    
Related Party Transaction [Line Items]                    
Advisory fee             $ 1,300,000 1,300,000    
Average invested real estate assets     $ 761,000,000   $ 741,000,000   $ 4,000,000 $ 721,000,000    
Catholic Health Initiatives Iowa                    
Related Party Transaction [Line Items]                    
Percentage of lease guaranteed             48.00%      
Customer Concentration Risk | Revenues | Universal Health Services, Inc                    
Related Party Transaction [Line Items]                    
Percentage of revenues generated from leases and tenants     25.00%   27.00%   25.00% 27.00%    
Customer Concentration Risk | Revenues | Universal Health Services, Inc | Tenants                    
Related Party Transaction [Line Items]                    
Percentage of revenues generated from leases and tenants     41.00%   41.00%   41.00% 41.00%    
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $725 and $727 for the three-month periods ended September 30, 2023 and 2022, respectively, and $2,219 and $2,048 for the nine-month periods ended September 30, 2023 and 2022, respectively.
[2] Consists of bonus rental earned in connection with McAllen Medical Center.
v3.23.3
Existing Lease Terms and Renewal Options for Each of UHS Hospital Facilities (Detail) - Universal Health Services, Inc
9 Months Ended
Sep. 30, 2023
USD ($)
McAllen Medical Center  
Operating Leased Assets [Line Items]  
Annual Minimum Rent $ 5,485,000 [1]
End of Lease Term 2026-12 [1]
Renewal Term (years) 5 years [1]
Wellington Regional Medical Center  
Operating Leased Assets [Line Items]  
Annual Minimum Rent $ 6,477,000 [2]
End of Lease Term 2026-12 [2]
Renewal Term (years) 5 years [2]
Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services  
Operating Leased Assets [Line Items]  
Annual Minimum Rent $ 3,982,000 [3]
End of Lease Term 2033-12 [3]
Renewal Term (years) 35 years [3]
Canyon Creek Behavioral Health  
Operating Leased Assets [Line Items]  
Annual Minimum Rent $ 1,800,000 [3]
End of Lease Term 2033-12 [3]
Renewal Term (years) 35 years [3]
Clive Behavioral Health Hospital  
Operating Leased Assets [Line Items]  
Annual Minimum Rent $ 2,701,000 [4]
End of Lease Term 2040-12 [4]
Renewal Term (years) 50 years [4]
[1] UHS has one 5-year renewal option at existing lease rates (through 2031).
[2] UHS has one 5-year renewal option at fair market value lease rates (through 2031; see additional disclosure below). The annual rental will increase by 2.5% on an annual compounded basis on each January 1st through 2026.
[3] UHS has seven 5-year renewal options at fair market value lease rates (2034 through 2068). The annual rental rate will increase by 2.25% on a cumulative and compounded basis on each January 1st through 2033.
[4] The UHS-related joint venture has five 10-year renewal options; the first three of the five 10-year renewal options will be at computed lease rates as stipulated in the lease (2041 through 2070) and the last two 10-year renewal options will be at fair market lease rates (2071 through 2090). On each January 1st through 2040 (and potentially through 2070 if the first three of five, 10-year renewal options are exercised), the annual rental will increase by 2.75% on a cumulative and compounded basis.
v3.23.3
Existing Lease Terms and Renewal Options for Each of UHS Hospital Facilities (Parenthetical) (Detail) - Universal Health Services, Inc
9 Months Ended
Sep. 30, 2023
Renewaloptions
McAllen Medical Center  
Operating Leased Assets [Line Items]  
Number of renewal option at existing lease rates 1
Renewal options term at fair market value lease rates 5 years
Renewal options at fair market value lease rates expiration year 2031
Wellington Regional Medical Center  
Operating Leased Assets [Line Items]  
Number of renewal options at fair market value lease rates 1
Renewal options term at existing lease rates 5 years
Renewal option at existing lease rates expiration year 2031
Percentage of annual rental increase 2.50%
Aiken Regional Medical Center and Canyon Creek Behavioral Health  
Operating Leased Assets [Line Items]  
Number of renewal options at fair market value lease rates 7
Renewal options term at fair market value lease rates 5 years
Percentage of annual rental increase on cumulative and compound basis 2.25%
Aiken Regional Medical Center and Canyon Creek Behavioral Health | Minimum  
Operating Leased Assets [Line Items]  
Renewal options at fair market value lease rates expiration year 2034
Aiken Regional Medical Center and Canyon Creek Behavioral Health | Maximum  
Operating Leased Assets [Line Items]  
Renewal options at fair market value lease rates expiration year 2068
Clive Behavioral Health Hospital  
Operating Leased Assets [Line Items]  
Number of renewal options at fair market value lease rates 5
Renewal options term at fair market value lease rates 10 years
Clive Behavioral Health Hospital | First Three Year Renewal Options  
Operating Leased Assets [Line Items]  
Percentage of annual rental increase on cumulative and compound basis 2.75%
Clive Behavioral Health Hospital | Minimum | First Three Year Renewal Options  
Operating Leased Assets [Line Items]  
Renewal options at lease rate stipulated in lease expiration year 2041
Clive Behavioral Health Hospital | Minimum | Last Two Year Renewal Options  
Operating Leased Assets [Line Items]  
Renewal options at fair market value lease rates expiration year 2071
Clive Behavioral Health Hospital | Maximum | First Three Year Renewal Options  
Operating Leased Assets [Line Items]  
Renewal options at lease rate stipulated in lease expiration year 2070
Clive Behavioral Health Hospital | Maximum | Last Two Year Renewal Options  
Operating Leased Assets [Line Items]  
Renewal options at fair market value lease rates expiration year 2090
v3.23.3
Dividends - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dividends and Equity Issuance [Line Items]        
Dividends declared and paid $ 9,900 $ 9,800 $ 29,767 $ 29,326
Declared and paid dividends, per share $ 0.72 $ 0.71 $ 2.155 $ 2.125
v3.23.3
Acquisitions and Divestitures - Additional Information (Detail)
1 Months Ended 3 Months Ended 9 Months Ended
Mar. 31, 2022
USD ($)
ft²
Jan. 31, 2022
USD ($)
ft²
Tenant
Time
Sep. 30, 2023
USD ($)
ft²
Mar. 31, 2023
USD ($)
ft²
Sep. 30, 2023
USD ($)
ft²
Disposition
Sep. 30, 2022
Disposition
Business Acquisitions And Dispositions [Line Items]            
Number of dispositions | Disposition         0 0
TEXAS | Universal Health Services, Inc            
Business Acquisitions And Dispositions [Line Items]            
Lease expiration date     Aug. 31, 2035      
Beaumont Heart And Vascular Center | Dearborn Michigan            
Business Acquisitions And Dispositions [Line Items]            
Lease expiration date Nov. 30, 2026          
Lease commencing date Dec. 01, 2022          
Percentage of lease escalations 2.5          
Payment to acquire business $ 5,400,000          
Percentage of lease 100.00%          
Rentable square feet | ft² 17,621          
140 Thomas Johnson Drive Medical Office Building | Frederick, Maryland            
Business Acquisitions And Dispositions [Line Items]            
Payment to acquire business   $ 8,000,000        
Percentage of lease   100.00%        
Number of tenants | Tenant   3        
Percentage of rentable square feet   72.00%        
Rentable square feet | ft²   20,146        
Double net lease agreement period   15 years        
Initial lease terms   14 years        
Number of term renewal options | Time   3        
Renewal Term (years)   5 years        
Sierra Medical Plaza I | Reno, Nevada | Ground Lease and Master Flex-lease Agreement | Universal Health Services, Inc            
Business Acquisitions And Dispositions [Line Items]            
Percentage of rentable square feet   68.00%   68.00%    
Rentable square feet | ft²   86,000   86,000    
Cost of medical office building         $ 35,000,000  
Cost Of Medical Office Building Incurred         $ 26,000,000  
Sierra Medical Plaza I | Reno, Nevada | Ground Lease and Master Flex-lease Agreement | Universal Health Services, Inc | Minimum [Member]            
Business Acquisitions And Dispositions [Line Items]            
Initial rent       $ 1,300,000    
Sierra Medical Plaza I | Reno, Nevada | Master flex lease agreement | Universal Health Services, Inc            
Business Acquisitions And Dispositions [Line Items]            
Lease expiration date         Mar. 31, 2033  
Lease contract term     10 years   10 years  
Term of lease     10 years   10 years  
McAllen Doctor's Center | Universal Health Services, Inc            
Business Acquisitions And Dispositions [Line Items]            
Renewal Term (years) [1]     5 years   5 years  
McAllen Doctor's Center | TEXAS | Universal Health Services, Inc            
Business Acquisitions And Dispositions [Line Items]            
Lease expiration date     Aug. 31, 2035      
Lease contract term     12 years   12 years  
Payment to acquire business     $ 7,500,000      
Percentage of lease     100.00%      
Rentable square feet | ft²     79,500   79,500  
Term of lease     12 years   12 years  
Lease option to renew     true      
Renewal Term (years)     10 years   10 years  
Initial rent     $ 624,000      
[1] UHS has one 5-year renewal option at existing lease rates (through 2031).
v3.23.3
Summarized Financial Information of Equity Affiliates - Additional Information (Detail) - Property
9 Months Ended
Sep. 30, 2023
Dec. 31, 2021
Grayson Properties    
Schedule Of Equity Method Investments [Line Items]    
Minority ownership interest held by a third-party   5.00%
Ownership percentage upon completion of the minority ownership purchase   100.00%
Limited Liability Companies | Medical office buildings    
Schedule Of Equity Method Investments [Line Items]    
Number of real estate investments 4  
Minimum    
Schedule Of Equity Method Investments [Line Items]    
Number of days for Non-Offering Member either to purchase or sell its entire ownership interest to or from Offering Member 60 days  
Maximum    
Schedule Of Equity Method Investments [Line Items]    
Number of days for Non-Offering Member either to purchase or sell its entire ownership interest to or from Offering Member 90 days  
4 Unconsolidated Limited Liability Companies / Limited Partner | Minimum    
Schedule Of Equity Method Investments [Line Items]    
Non-controlling equity interest, ownership percentage 33.00%  
4 Unconsolidated Limited Liability Companies / Limited Partner | Maximum    
Schedule Of Equity Method Investments [Line Items]    
Non-controlling equity interest, ownership percentage 95.00%  
v3.23.3
Limited Liability Companies Accounted for Under Equity Method (Detail)
9 Months Ended
Sep. 30, 2023
Suburban Properties  
Schedule Of Equity Method Investments [Line Items]  
Ownership 33.00%
Property Owned by LLC/LP St. Matthews Medical Plaza II
Brunswick Associates  
Schedule Of Equity Method Investments [Line Items]  
Ownership 74.00% [1],[2]
Property Owned by LLC/LP Mid Coast Hospital MOB [1],[2]
FTX MOB Phase II limited partnership  
Schedule Of Equity Method Investments [Line Items]  
Ownership 95.00% [3]
Property Owned by LLC/LP Forney Medical Plaza II [3]
Grayson Properties Two L P  
Schedule Of Equity Method Investments [Line Items]  
Ownership 95.00% [4],[5]
Property Owned by LLC/LP Texoma Medical Plaza II [4],[5]
[1] This LLC has a third-party term loan of $8.5 million, which is non-recourse to us, outstanding as of September 30, 2023.
[2] We are the lessee with a third party on a ground lease for land.
[3] During the first quarter of 2021, this LP paid off its $4.7 million mortgage loan upon maturity, utilizing pro rata equity contributions from the limited partners as well as a $3.5 million member loan from us to the LP which was funded utilizing borrowings from our revolving credit agreement. During the first quarter of 2023, the LP repaid $175,000 of the member loan and the remaining $3.3 million member loan balance was converted to an equity investment in the LP.
[4] Construction of this MOB was substantially completed in December, 2020. This MOB is located in Denison, Texas on the campus of a hospital owned and operated by a wholly-owned subsidiary of UHS. We have committed to invest up to $5.0 million in equity and debt financing, $2.2 million of which has been funded as of September 30, 2023. This LP entered into a $13.1 million third-party construction loan commitment, which is non-recourse to us, which has an outstanding balance of $12.8 million as of September 30, 2023. Monthly principal and interest payments on this loan commenced on January 1, 2023. The LP developed, constructed, owns and operates the Texoma II Medical Plaza.
[5] We are the lessee with a UHS-related party for the land related to this property.
v3.23.3
Limited Liability Companies Accounted for Under Equity Method (Parenthetical) (Detail) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2021
Sep. 30, 2023
Brunswick Associates    
Schedule Of Equity Method Investments [Line Items]    
Third-party term loan   $ 8,500,000
Grayson Properties | Denison Texas    
Schedule Of Equity Method Investments [Line Items]    
Commitment to investment   2,200,000
FTX MOB Phase II limited partnership    
Schedule Of Equity Method Investments [Line Items]    
Member loan used to repay mortgage loan $ 3,500,000  
Repayment of loan $ 4,700,000 175,000
Loan balance converted to equity invesment   3,300,000
Grayson Properties II LP    
Schedule Of Equity Method Investments [Line Items]    
Construction loan   13,100,000
Construction loan outstanding balance   12,800,000
Grayson Properties II LP | Maximum | Denison Texas    
Schedule Of Equity Method Investments [Line Items]    
Commitment to investment   $ 5,000,000
v3.23.3
Condensed Combined Statements of Income (Unaudited) for LLCs/LPs Accounted Under Equity Method (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Schedule Of Equity Method Investments [Line Items]        
Revenues $ 24,223 $ 22,151 $ 71,255 $ 66,497
Net income     11,807 15,471
Our share of net income 314 346 953 943
Equity Method Investment, Nonconsolidated Investee or Group of Investees        
Schedule Of Equity Method Investments [Line Items]        
Revenues 2,269 2,129 6,538 6,108
Operating expenses 967 826 2,684 2,289
Depreciation and amortization 478 463 1,394 1,386
Interest, net 199 264 638 795
Net income 625 576 1,822 1,638
Equity Method Investment, Nonconsolidated Investee or Group of Investees        
Schedule Of Equity Method Investments [Line Items]        
Our share of net income $ 314 $ 346 $ 953 $ 943
v3.23.3
Condensed Combined Balance Sheets (Unaudited) for LLCs/LPs Accounted Under Equity Method (Detail) - USD ($)
$ in Thousands
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Dec. 31, 2021
Schedule Of Equity Method Investments [Line Items]            
Total Assets $ 607,883   $ 607,540      
Equity 210,308 $ 216,635 229,101 $ 233,627 $ 234,646 $ 235,327
Total Liabilities and Equity 607,883   607,540      
Investments in and advances to LLCs before amounts included in accrued expenses and other liabilities 9,329   9,282      
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Schedule Of Equity Method Investments [Line Items]            
Net property, including construction in progress 28,875   29,573      
Other assets [1] 5,310   4,334      
Total Assets 34,185   33,907      
Other liabilities [1] 2,767   2,338      
Mortgage notes payable, non-recourse to us 21,357   21,802      
Advances payable to us [2]     3,500      
Equity 10,061   6,267      
Total Liabilities and Equity 34,185   33,907      
Investments in and advances to LLCs before amounts included in accrued expenses and other liabilities 9,329   9,282      
Amounts included in accrued expenses and other liabilities (1,730)   (1,709)      
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Schedule Of Equity Method Investments [Line Items]            
Our share of equity in LLCs, net $ 7,599   $ 7,573      
[1] Other assets and other liabilities as of September 30, 2023 and December 31, 2022 include approximately $652,000 and $654,000, respectively, of right-of-use land assets and right-of-use land liabilities related to ground leases whereby the LLC/LP is the lessee, with third party lessors, including subsidiaries of UHS.
[2] This 7.25% member loan to FTX MOB Phase II, LP had a maturity date of March 1, 2023. Upon the maturity date, the LP repaid $175,000 of the member loan to us and the remaining balance of $3.3 million was converted to an equity contribution by us.
v3.23.3
Condensed Combined Balance Sheets for LLCs/LPs Accounted Under Equity Method (Parenthetical) (Detail) - USD ($)
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Schedule Of Equity Method Investments [Line Items]    
Right-of-use land assets $ 10,952,000 $ 11,457,000
Right-of-use land liabilities 10,952,000 11,457,000
Limited Liability Companies    
Schedule Of Equity Method Investments [Line Items]    
Right-of-use land assets 652,000 654,000
Right-of-use land liabilities $ 654,000 $ 652,000
FTX MOB Phase II limited partnership    
Schedule Of Equity Method Investments [Line Items]    
Maturity date Mar. 01, 2023  
Repayment of loan $ 175,000  
Loan balance converted to equity invesment $ 3,300,000  
v3.23.3
Aggregate Principal Amounts due on Mortgage and Construction Notes Payable by Unconsolidated LLC's/LPs Accounted Under Equity Method (Detail) - Equity Method Investments - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Schedule Of Equity Method Investments [Line Items]    
Mortgage Loan Balance [1] $ 21,357 $ 21,802
Grayson Properties II LP    
Schedule Of Equity Method Investments [Line Items]    
Mortgage Loan Balance [1],[2] $ 12,835 13,075
Maturity Date [2] 2025-06  
Brunswick Associates    
Schedule Of Equity Method Investments [Line Items]    
Mortgage Loan Balance [1] $ 8,522 $ 8,727
Maturity Date 2030-12  
[1] All mortgage loans require monthly principal payments through maturity and include a balloon principal payment upon maturity.
[2] This construction loan required interest on the outstanding principal balance to be paid on a monthly basis through December 1, 2022. On January 1, 2023, monthly principal and interest payments on this loan commenced.
v3.23.3
Recent Accounting Pronouncements - Additional Information (Details) - ASU 2022-06
Sep. 30, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true
v3.23.3
Lease Accounting - Additional Information (Detail)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Sep. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Subsidiary
Jun. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
Lease
Property
Land
Facility
Sep. 30, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
Subsidiary
Leases Disclosure [Line Items]                        
Number of properties | Property               2        
Operating expenses excluding depreciation and amortization expense $ 183,000       $ 167,000     $ 572,000 $ 540,000      
Lessee in connection with ground leases for land | Land               15        
Right-of-use land assets 10,952,000     $ 11,457,000       $ 10,952,000     $ 11,457,000  
Ground lease liabilities 10,952,000     11,457,000       10,952,000     11,457,000  
Specialty Hospital In Chicago, Illinois                        
Leases Disclosure [Line Items]                        
Lease Demolition Cost             $ 1,500,000          
Other operating expenses demolition costs   $ 862,000 $ 265,000 $ 332,000                
Operating expenses demolition costs 129,000,000       240,000     1,500,000 1,100,000      
Operating expenses excluding demolition 129,000,000             $ 401,000,000        
Specialty Hospital In Chicago, Illinois | Forecast                        
Leases Disclosure [Line Items]                        
Operating expenses excluding demolition                   $ 1,300,000    
Evansville Rehabilitation Hospital Evansville, Indiana and Corpus Christi Facility Corpus Christi, Texas                        
Leases Disclosure [Line Items]                        
Number of specialty facilities | Facility               2        
Aiken Regional Medical Center and Canyon Creek Behavioral Health                        
Leases Disclosure [Line Items]                        
Fair market value of real estate assets received               $ 83,400,000     $ 83,600,000  
Monthly lease rent receivable           $ 5,800,000            
Lease payments expected 1,400,000       1,400,000     4,100,000 4,100,000      
Lease expiration date                       Dec. 31, 2033
Aiken Regional Medical Center and Canyon Creek Behavioral Health | Forecast                        
Leases Disclosure [Line Items]                        
Lease payments expected                   $ 5,500,000    
Aiken Regional Medical Center                        
Leases Disclosure [Line Items]                        
Monthly lease rent receivable           4,000,000            
Canyon Creek Behavioral Health                        
Leases Disclosure [Line Items]                        
Monthly lease rent receivable           $ 1,800,000            
Universal Health Services, Inc                        
Leases Disclosure [Line Items]                        
Lease revenue [1] $ 8,274,000       $ 7,471,000     $ 24,297,000 $ 22,291,000      
Universal Health Services, Inc | Subsidiary                        
Leases Disclosure [Line Items]                        
Number of wholly-owned subsidiaries | Subsidiary           2            
Financing Arrangements                        
Leases Disclosure [Line Items]                        
Number of lease property | Lease               2        
Asset Purchase and Sale Agreement | Universal Health Services, Inc | Subsidiary | Aiken Regional Medical Center and Canyon Creek Behavioral Health                        
Leases Disclosure [Line Items]                        
Number of wholly-owned subsidiaries | Subsidiary                       2
Fair market value of real estate assets received           $ 83,700,000            
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $725 and $727 for the three-month periods ended September 30, 2023 and 2022, respectively, and $2,219 and $2,048 for the nine-month periods ended September 30, 2023 and 2022, respectively.
v3.23.3
Lease Accounting - Components of the "Lease Revenue - UHS facilities" and "Lease Revenue - Non-related Parties" Captions (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Universal Health Services, Inc        
Leases Disclosure [Line Items]        
Lease revenue [1] $ 8,274 $ 7,471 $ 24,297 $ 22,291
Universal Health Services, Inc | Base Rents        
Leases Disclosure [Line Items]        
Lease revenue 6,620 6,102 19,400 18,303
Universal Health Services, Inc | Bonus Rents        
Leases Disclosure [Line Items]        
Lease revenue [2] 725 727 2,219 2,048
Universal Health Services, Inc | Tenant Reimbursements        
Leases Disclosure [Line Items]        
Lease revenue 929 642 2,678 1,940
Non-Related Parties        
Leases Disclosure [Line Items]        
Lease revenue 13,926 12,836 40,955 38,664
Non-Related Parties | Base Rents        
Leases Disclosure [Line Items]        
Lease revenue 10,542 10,108 31,256 30,352
Non-Related Parties | Tenant Reimbursements        
Leases Disclosure [Line Items]        
Lease revenue $ 3,384 $ 2,728 $ 9,699 $ 8,312
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $725 and $727 for the three-month periods ended September 30, 2023 and 2022, respectively, and $2,219 and $2,048 for the nine-month periods ended September 30, 2023 and 2022, respectively.
[2] Consists of bonus rental earned in connection with McAllen Medical Center.
v3.23.3
Debt and Financial Instruments - Additional Information (Detail)
1 Months Ended 3 Months Ended 9 Months Ended
May 15, 2023
Jan. 03, 2023
USD ($)
Jul. 02, 2021
USD ($)
Mar. 27, 2018
USD ($)
Option
Mar. 31, 2020
USD ($)
Derivative
Jan. 31, 2020
USD ($)
Derivative
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2019
USD ($)
Derivative
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]                        
Net borrowings on the line of credit                   $ 23,400,000 $ 18,200,000  
Outstanding borrowings under revolving credit agreement             $ 321,500,000     321,500,000   $ 298,100,000
Letters Of Credit Outstanding Amount             3,100,000     3,100,000   3,100,000
Available borrowing capacity             50,400,000     50,400,000   73,800,000
Compensating Balance Amount             0     0    
Interest Rate Swap                        
Debt Instrument [Line Items]                        
Derivative interest rate cap, net payment received or accrued from counterparties               $ 3,000,000        
Derivative interest rate cap, payment received or accrued from counterparties                   4,300,000    
Derivative interest rate cap, offset due to counterparties               $ 428,000,000   5,900,000 463,000  
Interest Rate Swap Agreement One | Cash Flow Hedge                        
Debt Instrument [Line Items]                        
Number of interest rate cap agreements | Derivative         1              
Derivative instruments, fixed rate         0.565%              
Notional amount         $ 55,000,000              
Expiration date of interest rate         Mar. 25, 2027              
Interest Rate Swap Agreement Two | Cash Flow Hedge                        
Debt Instrument [Line Items]                        
Number of interest rate cap agreements | Derivative           1            
Derivative instruments, fixed rate           1.4975%            
Notional amount           $ 35,000,000            
Expiration date of interest rate           Sep. 16, 2024            
Interest Rate Swap Agreement Three | Cash Flow Hedge                        
Debt Instrument [Line Items]                        
Number of interest rate cap agreements | Derivative                 1      
Derivative instruments, fixed rate                 1.144%      
Notional amount                 $ 50,000,000      
Expiration date of interest rate                 Sep. 16, 2024      
Level 2                        
Debt Instrument [Line Items]                        
Mortgage loan fair value             36,700,000     36,700,000   43,200,000
Mortgage debt             39,500,000     39,500,000   $ 45,000,000
Derivative interest rate cap, net payment received or accrued from counterparties                   2,500,000 $ 414,000  
Derivative interest rate cap, payment received or accrued from counterparties             1,600,000          
Level 2 | Interest Rate Swap                        
Debt Instrument [Line Items]                        
Liability derivatives, fair value             $ 10,500,000     $ 10,500,000    
Desert Valley Medical Center Fixed Rate Mortgage Loan | Nonrecourse                        
Debt Instrument [Line Items]                        
Repayment of mortgage loan   $ 4,200,000                    
Base Rate                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate       0.20%                
Secured Overnight Financing Rate (SOFR)                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate 10.00%     1.20%                
Secured Overnight Financing Rate (SOFR) | Interest Rate Swap Agreement One | Cash Flow Hedge                        
Debt Instrument [Line Items]                        
Derivative instruments, fixed rate 0.505%                      
Secured Overnight Financing Rate (SOFR) | Interest Rate Swap Agreement Two | Cash Flow Hedge                        
Debt Instrument [Line Items]                        
Derivative instruments, fixed rate 1.41%                      
Secured Overnight Financing Rate (SOFR) | Interest Rate Swap Agreement Three | Cash Flow Hedge                        
Debt Instrument [Line Items]                        
Derivative instruments, fixed rate 1.064%                      
Credit Agreement                        
Debt Instrument [Line Items]                        
Outstanding borrowing     $ 350,000,000 $ 375,000,000                
Net borrowings on the line of credit     350,000,000 $ 50,000,000                
Unsecured revolving amended credit agreement terminated date       Jul. 02, 2025                
Increase in borrowing capacity     $ 375,000,000                  
Number of additional six month extension options | Option       2                
Credit Agreement | Swingline/Short-Term Loans                        
Debt Instrument [Line Items]                        
Outstanding borrowing       $ 30,000,000                
Credit Agreement | Letters of Credit                        
Debt Instrument [Line Items]                        
Outstanding borrowing       $ 40,000,000                
Revolving A Facility                        
Debt Instrument [Line Items]                        
Credit facility, Interest Rate Terms                   Borrowings under the Credit Agreement will bear interest annually at a rate equal to, at our option, at adjusted term SOFR for either one, three, or six months or the Base Rate, plus in either case, a specified margin depending on our total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin prior to the first amendment ranges from 1.10% to 1.35% for LIBOR loans and 0.10% to 0.35% for Base Rate loans.    
Base rate description                   the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month adjusted term SOFR plus 1%.    
Revolving A Facility | Minimum                        
Debt Instrument [Line Items]                        
Facility fee payable on commitment       0.15%                
Revolving A Facility | Minimum | London Interbank Offered Rate (LIBOR)                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate       1.10%                
Revolving A Facility | Minimum | Base Rate                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate       0.10%                
Revolving A Facility | Minimum | Federal Funds Effective Rate                        
Debt Instrument [Line Items]                        
Margin points added to the base rate       0.50%                
Revolving A Facility | Minimum | Secured Overnight Financing Rate (SOFR)                        
Debt Instrument [Line Items]                        
Margin points added to the base rate       1.00%                
Revolving A Facility | Maximum                        
Debt Instrument [Line Items]                        
Facility fee payable on commitment       0.35%                
Revolving A Facility | Maximum | London Interbank Offered Rate (LIBOR)                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate       1.35%                
Revolving A Facility | Maximum | Base Rate                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate       0.35%                
Revolving B Facility                        
Debt Instrument [Line Items]                        
Facility fee payable on commitment                   0.20%    
Revolving B Facility | Base Rate                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate                   0.20%    
Revolving B Facility | Secured Overnight Financing Rate (SOFR)                        
Debt Instrument [Line Items]                        
Margin points added to the reference rate                   1.20%    
v3.23.3
Summary of Required Compliance Ratios in Connection with Terms of Credit Agreement (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Covenant, Tangible net worth $ 125,000  
Tangible net worth $ 200,658 $ 219,654
Total leverage 44.50% 42.90%
Secured leverage 4.90% 5.60%
Unencumbered leverage 44.20% 41.80%
Fixed charge coverage 3.30% 4.30%
Maximum    
Debt Instrument [Line Items]    
Covenant, Total leverage 60.00%  
Covenant, Secured leverage 30.00%  
Covenant, Unencumbered leverage 60.00%  
Minimum    
Debt Instrument [Line Items]    
Covenant, Fixed charge coverage 1.50%  
v3.23.3
Summary of Outstanding Mortgages, Excluding Net Debt Premium (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Total mortgages notes payable, non-recourse to us, net $ 39,319 $ 44,725
Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1] 39,530  
Less net financing fees [1] (215)  
Plus net debt premium [1] 4  
Total mortgages notes payable, non-recourse to us, net [1] 39,319  
2704 North Tenaya Way Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1],[2] $ 6,121  
Interest Rate [2] 4.95%  
Maturity Date [2] 2023-11  
Summerlin Hospital Medical Office Building III Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1],[3] $ 12,345  
Interest Rate [3] 4.03%  
Maturity Date [3] 2024-04  
Tuscan Professional Building Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1] $ 1,229  
Interest Rate 5.56%  
Maturity Date 2025-06  
Phoenix Children East Valley Care Center Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1] $ 7,999  
Interest Rate 3.95%  
Maturity Date 2030-01  
Rosenberg Children's Medical Plaza Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1] $ 11,836  
Interest Rate 4.42%  
Maturity Date 2033-09  
[1] All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
[2] Upon the November 1, 2023 maturity date, this loan was fully repaid utilizing borrowings under our Credit Agreement.
[3] This loan is scheduled to mature within the next twelve months at which time we will either refinance pursuant to a new mortgage loan or repay the mortgage balance in full utilizing borrowings under our Credit Agreement.
v3.23.3
Segment Reporting - Additional Information (Detail)
9 Months Ended
Sep. 30, 2023
Segment
Segment Reporting [Abstract]  
Number of reportable segments 1

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