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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, 2024

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 preceding12 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, 2024—13,849,568

 

 

 


 

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, 2024 and 2023

 

3

 

 

Condensed Consolidated Statements of Comprehensive Income—Three and Nine Months Ended September 30, 2024 and 2023

 

4

 

 

Condensed Consolidated Balance Sheets—September 30, 2024 and December 31, 2023

 

5

 

 

Condensed Consolidated Statements of Changes in Equity—Three and Nine Months Ended September 30, 2024 and 2023

 

6 through 7

 

 

Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2024 and 2023

 

8

 

 

Notes to Condensed Consolidated Financial Statements

 

9 through 19

Item 2.

 

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

 

20 through 29

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

29 through 31

Item 4.

 

Controls and Procedures

 

31

PART II. OTHER INFORMATION

 

32

Item 1A.

 

Risk Factors

 

32

Item 5.

 

Other Information

 

32

Item 6.

 

Exhibits

 

32

 

 

 

 

 

SIGNATURES

 

33

 

 

 

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2024. 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 2024 with the same terms as the Advisory Agreement in place during 2023 and 2022. 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 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, 2024, 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 - Summarized Financial Information of Equity Affiliates).

 

 

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, 2024 and 2023

(amounts in thousands, except per share information)

(unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

  Lease revenue - UHS facilities (a.)

 

$

8,248

 

 

$

8,274

 

 

$

25,366

 

 

$

24,297

 

  Lease revenue - Non-related parties

 

 

14,342

 

 

 

13,926

 

 

 

43,188

 

 

 

40,955

 

  Other revenue - UHS facilities

 

 

242

 

 

 

254

 

 

 

682

 

 

 

730

 

  Other revenue - Non-related parties

 

 

305

 

 

 

404

 

 

 

1,056

 

 

 

1,177

 

  Interest income on financing leases - UHS facilities

 

 

1,357

 

 

 

1,365

 

 

 

4,077

 

 

 

4,096

 

 

 

 

24,494

 

 

 

24,223

 

 

 

74,369

 

 

 

71,255

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

  Depreciation and amortization

 

 

7,009

 

 

 

7,012

 

 

 

20,624

 

 

 

20,479

 

  Advisory fees to UHS

 

 

1,386

 

 

 

1,332

 

 

 

4,093

 

 

 

3,957

 

  Other operating expenses

 

 

7,609

 

 

 

7,854

 

 

 

22,115

 

 

 

23,625

 

 

 

 

16,004

 

 

 

16,198

 

 

 

46,832

 

 

 

48,061

 

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

 

 

8,490

 

 

 

8,025

 

 

 

27,537

 

 

 

23,194

 

  Equity in income of unconsolidated LLCs

 

 

300

 

 

 

314

 

 

 

956

 

 

 

953

 

  Interest expense, net

 

 

(4,793

)

 

 

(4,467

)

 

 

(13,920

)

 

 

(12,340

)

Net income

 

$

3,997

 

 

$

3,872

 

 

$

14,573

 

 

$

11,807

 

Basic earnings per share

 

$

0.29

 

 

$

0.28

 

 

$

1.06

 

 

$

0.86

 

Diluted earnings per share

 

$

0.29

 

 

$

0.28

 

 

$

1.05

 

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - Basic

 

 

13,807

 

 

 

13,790

 

 

 

13,799

 

 

 

13,784

 

Weighted average number of shares outstanding - Diluted

 

 

13,849

 

 

 

13,822

 

 

 

13,835

 

 

 

13,811

 

(a.) Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $765 and $725 for the three-month periods ended September 30, 2024 and 2023, respectively, and $2,306 and $2,219 for the nine-month periods ended September 30, 2024 and 2023, 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, 2024 and 2023

(amounts in thousands)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

3,997

 

 

$

3,872

 

 

$

14,573

 

 

$

11,807

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized derivative loss on cash flow hedges

 

 

(3,184

)

 

 

(489

)

 

 

(4,055

)

 

 

(1,521

)

Total other comprehensive loss:

 

 

(3,184

)

 

 

(489

)

 

 

(4,055

)

 

 

(1,521

)

Total comprehensive income

 

$

813

 

 

$

3,383

 

 

$

10,518

 

 

$

10,286

 

 

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,

 

 

 

2024

 

 

2023

 

Assets:

 

 

 

 

 

 

Real Estate Investments:

 

 

 

 

 

 

Buildings and improvements and construction in progress

 

$

654,154

 

 

$

649,374

 

Accumulated depreciation

 

 

(280,859

)

 

 

(262,449

)

 

 

 

373,295

 

 

 

386,925

 

Land

 

 

56,870

 

 

 

56,870

 

               Net Real Estate Investments

 

 

430,165

 

 

 

443,795

 

Financing receivable from UHS

 

 

82,921

 

 

 

83,279

 

               Net Real Estate Investments and Financing receivable

 

 

513,086

 

 

 

527,074

 

Investments in limited liability companies ("LLCs")

 

 

14,260

 

 

 

9,102

 

Other Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

6,372

 

 

 

8,212

 

Lease and other receivables from UHS

 

 

6,995

 

 

 

6,180

 

Lease receivable - other

 

 

8,580

 

 

 

8,166

 

Intangible assets (net of accumulated amortization of $11.9 million and
   $
12.5 million, respectively)

 

 

7,758

 

 

 

9,110

 

Right-of-use land assets, net

 

 

10,925

 

 

 

10,946

 

Deferred charges, notes receivable and other assets, net

 

 

16,354

 

 

 

17,579

 

               Total Assets

 

$

584,330

 

 

$

596,369

 

Liabilities:

 

 

 

 

 

 

Line of credit borrowings

 

$

347,750

 

 

$

326,600

 

Mortgage notes payable, non-recourse to us, net

 

 

19,662

 

 

 

32,863

 

Accrued interest

 

 

736

 

 

 

490

 

Accrued expenses and other liabilities

 

 

12,690

 

 

 

13,500

 

Ground lease liabilities, net

 

 

10,925

 

 

 

10,946

 

Tenant reserves, deposits and deferred and prepaid rents

 

 

10,928

 

 

 

11,036

 

               Total Liabilities

 

 

402,691

 

 

 

395,435

 

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: 2024 - 13,849,424;
   2023 -
13,823,899

 

 

138

 

 

 

138

 

Capital in excess of par value

 

 

270,826

 

 

 

270,398

 

Cumulative net income

 

 

840,634

 

 

 

826,061

 

Cumulative dividends

 

 

(933,216

)

 

 

(902,975

)

Accumulated other comprehensive income

 

 

3,257

 

 

 

7,312

 

     Total Equity

 

 

181,639

 

 

 

200,934

 

               Total Liabilities and Equity

 

$

584,330

 

 

$

596,369

 

 

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, 2024

(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, 2024

 

 

13,824

 

 

$

138

 

 

$

270,398

 

 

$

826,061

 

 

$

(902,975

)

 

$

7,312

 

 

$

200,934

 

Shares of Beneficial Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued, net

 

 

26

 

 

 

 

 

 

(180

)

 

 

 

 

 

 

 

 

 

 

 

(180

)

Repurchased

 

 

(1

)

 

 

 

 

 

(27

)

 

 

 

 

 

 

 

 

 

 

 

(27

)

Restricted stock-based compensation expense

 

 

 

 

 

 

 

 

635

 

 

 

 

 

 

 

 

 

 

 

 

635

 

Dividends ($2.185/share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,241

)

 

 

 

 

 

(30,241

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

14,573

 

 

 

 

 

 

 

 

 

14,573

 

Unrealized net gain on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,055

)

 

 

(4,055

)

Subtotal - comprehensive income

 

 

 

 

 

 

 

 

 

 

 

14,573

 

 

 

 

 

 

(4,055

)

 

 

10,518

 

September 30, 2024

 

 

13,849

 

 

$

138

 

 

$

270,826

 

 

$

840,634

 

 

$

(933,216

)

 

$

3,257

 

 

$

181,639

 

 

 

 

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 loss 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

 

 

 

 

See accompanying notes to these condensed consolidated financial statements.

6


 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended September 30, 2024

(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, 2024

 

 

13,849

 

 

$

138

 

 

$

270,592

 

 

$

836,637

 

 

$

(923,107

)

 

$

6,441

 

 

$

190,701

 

Shares of Beneficial Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

27

 

Repurchased

 

 

 

 

 

 

 

 

(15

)

 

 

 

 

 

 

 

 

 

 

 

(15

)

Restricted stock-based compensation expense

 

 

 

 

 

 

 

 

222

 

 

 

 

 

 

 

 

 

 

 

 

222

 

Dividends ($.73/share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,109

)

 

 

 

 

 

(10,109

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

3,997

 

 

 

 

 

 

 

 

 

3,997

 

Unrealized net loss on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,184

)

 

 

(3,184

)

Subtotal - comprehensive income

 

 

 

 

 

 

 

 

 

 

 

3,997

 

 

 

 

 

 

(3,184

)

 

 

813

 

September 30, 2024

 

 

13,849

 

 

$

138

 

 

$

270,826

 

 

$

840,634

 

 

$

(933,216

)

 

$

3,257

 

 

$

181,639

 

 

 

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 loss 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.

7


 

Universal Health Realty Income Trust

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

 

 

Nine months ended September 30,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

14,573

 

 

$

11,807

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

20,624

 

 

 

20,479

 

Amortization related to above/below market leases, net

 

 

(131

)

 

 

(109

)

Amortization of debt premium

 

 

-

 

 

 

(36

)

Amortization of deferred financing costs

 

 

571

 

 

 

536

 

Stock-based compensation expense

 

 

635

 

 

 

577

 

Changes in assets and liabilities:

 

 

 

 

 

 

Lease receivable

 

 

(1,229

)

 

 

(741

)

Accrued expenses and other liabilities

 

 

241

 

 

 

859

 

Tenant reserves, deposits and deferred and prepaid rents

 

 

(108

)

 

 

114

 

Accrued interest

 

 

246

 

 

 

(43

)

Leasing costs paid

 

 

(1,100

)

 

 

(1,370

)

Other, net

 

 

(564

)

 

 

411

 

Net cash provided by operating activities

 

 

33,758

 

 

 

32,484

 

Cash flows from investing activities:

 

 

 

 

 

 

Investments in LLCs

 

 

(5,892

)

 

 

(4,058

)

Cash distributions from LLCs

 

 

765

 

 

 

531

 

Advance received from LLC

 

 

-

 

 

 

3,500

 

Additions to real estate investments, net

 

 

(6,037

)

 

 

(12,220

)

Cash paid for acquisition of properties

 

 

-

 

 

 

(7,598

)

Net cash used in investing activities

 

 

(11,164

)

 

 

(19,845

)

Cash flows from financing activities:

 

 

 

 

 

 

Net borrowings on the line of credit

 

 

21,150

 

 

 

23,400

 

Repayments of mortgage notes payable

 

 

(13,232

)

 

 

(5,423

)

Financing costs paid

 

 

(2,127

)

 

 

(222

)

Dividends paid

 

 

(30,242

)

 

 

(29,767

)

Issuance of shares of beneficial interest, net

 

 

17

 

 

 

118

 

Net cash used in financing activities

 

 

(24,434

)

 

 

(11,894

)

(Decrease)/increase in cash and cash equivalents

 

 

(1,840

)

 

 

745

 

Cash and cash equivalents, beginning of period

 

 

8,212

 

 

 

7,614

 

Cash and cash equivalents, end of period

 

$

6,372

 

 

$

8,359

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Interest paid

 

$

13,134

 

 

$

12,032

 

Invoices accrued for construction and improvements

 

$

1,715

 

 

$

2,005

 

 

See accompanying notes to these condensed consolidated financial statements.

 

8


 

UNIVERSAL HEALTH REALTY INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

 

(1) General

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2024. 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, 2024, 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, 2023.

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, 2024, 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, 2024, accounted for approximately 24% and 25% of our consolidated revenues for the three months ended September 30, 2024 and 2023, respectively and approximately 24% and 25% of our consolidated revenues for the nine months ended September 30, 2024 and 2023, respectively. In addition to the six UHS hospital facilities, we have twenty properties consisting of medical/office buildings and free-standing emergency departments ("FEDs") that are either wholly or jointly-owned by us that include tenants which are subsidiaries of UHS. The aggregate revenues generated from UHS-related tenants comprised approximately 40% and 41% of our consolidated revenues during the three-month periods ended September 30, 2024 and 2023, respectively, and 41% of our consolidated revenues during each of the nine-month periods ended September 30, 2024 and 2023.

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: (i) 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; (ii) two wholly-owned subsidiaries of UHS transferred to us, the real estate assets of 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 Canyon Creek Behavioral Health (“Canyon Creek”), located in Temple, Texas, at its fair-market value of approximately $26.0 million, and; (iii) we paid approximately $4.1 million in cash to UHS.

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. Our consolidated balance sheets as of September 30, 2024 and December 31, 2023 include financing receivables related to this transaction of $82.9 million and $83.3 million, respectively.

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

9


 

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 2024 on the acquired properties, which is payable to us on a monthly basis, is approximately $5.9 million ($4.1 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, 2024 and 2023, and approximately $4.1 million for each of the nine-month periods ended September 30, 2024 and 2023. 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, 2024, 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

 

$

6,639,000

 

 

December, 2026

 

 

5

 

(b)

Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services

 

$

4,072,000

 

 

December, 2033

 

 

35

 

(c)

Canyon Creek Behavioral Health

 

$

1,841,000

 

 

December, 2033

 

 

35

 

(c)

Clive Behavioral Health Hospital

 

$

2,775,000

 

 

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.

In October, 2024, two wholly-owned subsidiaries of UHS each exercised their 5-year renewal options on two FEDs located in Weslaco and Mission, Texas, covering the period of February 1, 2025 through January 31, 2030 (the current lease terms were scheduled to expire on January 31, 2025; with aggregate annual lease rates of approximately $979,000). Pursuant to terms of the leases, and consistent with

10


 

the terms of the leases currently in effect for each property, the lease rates are scheduled to increase 2% per year through the end of the renewed lease terms. The wholly-owned subsidiaries of UHS have five, 5-year renewal options remaining on each of these FEDs, with the first three renewal options (covering the years 2030 through 2044) providing for 2% annual increases to the lease rates, and the remaining two, 5-year renewal options (covering the years 2045 through 2054) providing for lease rates at the then fair market value. These leases are cross-defaulted with one another and the wholly-owned subsidiaries of UHS have the option to purchase the leased properties upon the expiration of each five-year extended term at the fair market value at that time.

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, 2024, the annual lease rate for this hospital, which is payable to us monthly, is $6.6 million and on each January 1st thereafter through 2026, the annual rent will increase by 2.50% on a cumulative and compounded basis (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 $7.6 million, including transaction costs. 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.

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 $30 million of which was incurred as of September 30, 2024. 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.

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 25 years to approximately 74 years. The annual aggregate lease payments on these properties are approximately $571,000 during each of the years ended 2024 through 2028, and an aggregate of $31.3 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, 2024 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 2024 with the same terms as the Advisory Agreement in place during 2023 and 2022.

Our advisory fee for the three months ended September 30, 2024 and 2023, 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 2024 as compared to 2023 and 2022. The average real estate assets for advisory fee calculation purposes exclude certain items from our condensed

11


 

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 $1.4 million and $1.3 million for the three-month periods ended September 30, 2024 and 2023, respectively, and were based upon average invested real estate assets of $792 million and $761 million, respectively. Advisory fees incurred and paid (or payable) to UHS amounted to approximately $4.1 million and $4.0 million for the nine-month periods ended September 30, 2024 and 2023, respectively, and were based upon average invested real estate assets of $780 million and $754 million, respectively.

Share Ownership: As of September 30, 2024 and December 31, 2023, 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 40% and 41% of our consolidated revenues during the three-month periods ended September 30, 2024 and 2023, respectively, and approximately 41% during each of the nine-month periods ended September 30, 2024 and 2023, 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 and Equity Issuance Program

Dividends and dividend equivalents:

We declared and paid dividends of approximately $10.1 million, or $.730 per share, during the third quarter of 2024 and approximately $9.9 million, or $.720 per share, during the third quarter of 2023. We declared and paid dividends of approximately $30.2 million, or $2.185 per share, during the nine-month period ended September 30, 2024, and approximately $29.8 million, or $2.155 per share, during the comparable period of 2023. Amounts reflected above include accrued dividends that were paid related to the vesting of restricted stock. Dividend equivalents, which are applicable to shares of unvested restricted stock, were accrued during the first nine months of 2024 and 2023 and were or will be paid upon vesting of the restricted stock.

Equity Issuance Program:

During the second quarter of 2024, we filed a shelf registration statement on Form S-3 (File No. 333-278730) (the "Form S-3"), registering the offer and sale, from time-to-time, of an indeterminate amount of the common shares of beneficial interest, preferred shares and debt securities up to an aggregate initial offering price of $100 million to or through one or more underwriters, dealers or agents, or directly to purchasers. The Form S-3 became effective on April 30, 2024.

No shares were issued under the Form S-3 since the effective date of April 30, 2024 through September 30, 2024. As of September 30, 2024, we have paid or incurred approximately $297,000 in various fees and expenses related to the Form S-3. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We make no assurance regarding when, or if, we will issue any securities under this registration statement.

 

(4) Acquisitions and Divestitures

Nine Months Ended September 30, 2024:

Acquisitions:

There were no acquisitions during the first nine months of 2024.

Divestitures:

There were no divestitures during the first nine months of 2024.

 

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 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

12


 

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 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 pro-rata share of the common area maintenance expenses. This master flex lease agreement is subject to reduction based upon the execution of third-party leases. Additionally, during March, 2023, the ground lease for this property commenced and a right-of-use asset and lease liability was recorded in connection with this lease. The cost of the MOB is estimated to be approximately $35 million, approximately $30 million of which was incurred as of September 30, 2024.

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 and is 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 a 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.

(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, 2024, we have non-controlling equity investments or commitments in four jointly-owned LLCs/LPs which own MOBs. As of September 30, 2024 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.

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, 2024:

 

 

 

 

 

 

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 $8.2 million, which is non-recourse to us, outstanding as of September 30, 2024.
(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

13


 

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.)
This LP constructed, owns and operates the Texoma Medical Plaza II, on which construction was substantially completed in December 2020. The 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 $10.2 million in equity and debt financing, of which $7.5 million, net, has been funded as of September 30, 2024. This LP entered into a third-party construction loan commitment, which is non-recourse to us, which had an outstanding balance of $6.9 million as of September 30, 2024. Monthly principal and interest payments on this loan commenced on January 1, 2023. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro rata equity contributions from the partners. The third-party partner's share of the pro rata equity contributions was partially funded with a six-month, $128,000 partner loan from us, which was repaid during July, 2024 with interest. Our share of the pro rata equity contributions, as well as the third-party partner loan, were funded utilizing borrowings from our revolving credit agreement. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.
(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, 2024 and 2023:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(amounts in thousands)

(amounts in thousands)

 

Revenues

 

$

2,217

 

 

$

2,269

 

 

$

6,524

 

 

$

6,538

 

Operating expenses

 

 

951

 

 

 

967

 

 

$

2,675

 

 

 

2,684

 

Depreciation and amortization

 

 

476

 

 

 

478

 

 

$

1,422

 

 

 

1,394

 

Interest, net

 

 

142

 

 

 

199

 

 

$

443

 

 

 

638

 

Net income

 

$

648

 

 

$

625

 

 

$

1,984

 

 

$

1,822

 

Our share of net income

 

$

300

 

 

$

314

 

 

$

956

 

 

$

953

 

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, 2024 and December 31, 2023:

 

 

 

September 30,
2024

 

 

December 31,
2023

 

 

 

(amounts in thousands)

 

Net property, including construction in progress

 

$

27,391

 

 

$

28,488

 

Other assets (a.)

 

 

5,132

 

 

 

4,667

 

Total assets

 

$

32,523

 

 

$

33,155

 

 

 

 

 

 

 

 

Other liabilities (a.)

 

$

2,628

 

 

$

2,074

 

Mortgage notes payable, non-recourse to us

 

 

15,165

 

 

 

21,206

 

Equity

 

 

14,730

 

 

 

9,875

 

Total liabilities and equity

 

$

32,523

 

 

$

33,155

 

 

 

 

 

 

 

 

Investments in and advances to LLCs before amounts included in

 

 

 

 

 

 

   accrued expenses and other liabilities

 

$

14,260

 

 

$

9,102

 

   Amounts included in accrued expenses and other liabilities

 

 

(1,760

)

 

 

(1,729

)

Our share of equity in LLCs, net

 

$

12,500

 

 

$

7,373

 

(a.)
Other assets and other liabilities as of September 30, 2024 and December 31, 2023 include approximately $649,000 and $651,000, 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.

14


 

As of September 30, 2024, and December 31, 2023, 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

 

9/30/2024

 

 

12/31/2023

 

 

Maturity Date

Brunswick Associates (2.80% fixed rate mortgage loan)

 

$

8,244

 

 

$

8,453

 

 

December, 2030

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

 

 

6,921

 

 

 

12,753

 

 

March, 2026

 

 

$

15,165

 

 

$

21,206

 

 

 

(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. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro-rate equity contributions from the partners, as discussed above. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.

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 at a price as determined by the Offering Member (“Transfer Price”), or; (ii) purchase the entire ownership interest of the Non-Offering Member 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

Segment Reporting

In November, 2023, the FASB issued ASU 2023-07, Segment Reporting, Topic 280, "Improvements to Reportable Segment Disclosures ("ASU 2023-07") which was issued to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The ASU requires existing annual segment disclosures to also be disclosed on an interim basis and also requires disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker ("CODM"). The standard is effective for the fiscal year ended December 31, 2024 and interim periods thereafter. We do not expect the standard to have a material impact on our consolidated financial statements.

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, 2024.

(7) Lease Accounting

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

15


 

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, 2024 and 2023.

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, 2024 and December 31, 2023 reflect financing receivables related to this transaction amounting to $82.9 million and $83.3 million, respectively. Pursuant to the leases, as amended during the first quarter of 2022, the aggregate annual rental during 2024 on the acquired properties, which is payable to us on a monthly basis, amounts to approximately $5.9 million ($4.1 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 $5.4 million during the full year of 2024. 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, 2024 and 2023 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,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

UHS facilities:

 

 

 

 

 

 

 

 

 

 

 

Base rents

$

6,785

 

 

$

6,620

 

 

$

20,645

 

 

$

19,400

 

Bonus rents (a.)

 

765

 

 

 

725

 

 

 

2,306

 

 

 

2,219

 

Tenant reimbursements

 

698

 

 

 

929

 

 

 

2,415

 

 

 

2,678

 

Lease revenue - UHS facilities

$

8,248

 

 

$

8,274

 

 

$

25,366

 

 

$

24,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-related parties:

 

 

 

 

 

 

 

 

 

 

 

Base rents

 

11,034

 

 

 

10,542

 

 

 

33,078

 

 

 

31,256

 

Tenant reimbursements

 

3,308

 

 

 

3,384

 

 

 

10,110

 

 

 

9,699

 

Lease revenue - Non-related parties

$

14,342

 

 

$

13,926

 

 

$

43,188

 

 

$

40,955

 

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

 

Disclosures Related to Certain Hospital Facilities:

Vacant Specialty Facility and Land:

Chicago, Illinois - Land: The lease on this facility expired on December 31, 2021. Demolition of the former hospital was completed during 2023. The aggregate demolition expenses amounted to approximately $1.5 million, of which approximately $1.1 million were incurred during the first and second quarters of 2023, and $332,000 were incurred during the fourth quarter of 2022.

Evansville, Indiana - Specialty Facility: The lease on this specialty facility expired during 2019, and the facility has been vacant since that time.

We continue to market the Chicago, Illinois, and Evansville, Indiana properties to third parties. Future operating expenses related to these properties will be incurred by us during the time they remain owned and unleased.

Former facility - Corpus Christi, Texas: In December, 2023, we sold this vacant specialty facility.

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,

16


 

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, 2024, our condensed consolidated balance sheet includes right-of-use land assets of approximately $10.9 million and ground lease liabilities of approximately $10.9 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 borrowings outstanding under the credit agreement, 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 September 30, 2024, we entered into a second amendment to our credit agreement, dated as of July, 2021, and amended in May, 2023, among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent ("Credit Agreement"). Among other things, the second amendment provided for the following: (i) extended the maturity date to September 30, 2028 (from July, 2025 previously), and; (ii) increased the aggregate borrowing capacity under the credit facility to $425 million (from $375 million previously) comprised of a $125 million non-amortizing term loan ("Term Loan"), and a $300 million revolving loan commitment which includes 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 and/or the Term Loan be increased by up to an additional aggregate amount of $50 million, and we have the option to extend the maturity date for up to two additional six-month periods. 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.

On May 15, 2023, we entered into the first amendment to our Credit Agreement dated as of July 2, 2021. The amendment replaced LIBOR with term SOFR plus .10% (“Adjusted Term SOFR”) as an alternative benchmark rate under the Credit Agreement.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at our option, the 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 after the second amendment ranges from 1.10% to 1.35% for SOFR revolving loans and 0.10% to 0.35% for Base Rate revolving loans. The applicable margin ranges from 1.20% to 1.65% for Adjusted Term SOFR loans and 0.20% to 0.65% for Base Rate term loans. The Credit Agreement, as amended by the second 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 facility fee on the $300 million revolving loan commitment ranging from 0.15% to 0.35% (depending on the Trust’s total leverage ratio).

The margins over Adjusted Term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2024, the applicable margin over the Adjusted Term SOFR rate for revolving loans was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%. At September 30, 2024, the applicable margin over the Adjusted Term SOFR rate for term loans was 1.35% and the margin over the Base Rate was .35%.

At September 30, 2024, we had $347.7 million of outstanding borrowings pursuant to the terms of our $425 million Credit Agreement and $77.2 million of available borrowing capacity. There are no compensating balance requirements. At December 31, 2023, we had $326.6 million of outstanding borrowings pursuant to the terms of our Credit Agreement in effect at that time, $3.1 million of outstanding letters of credit and $45.3 million of available borrowing capacity.

In our consolidated statements of cash flows, we report cash flows pursuant to our Credit Agreement on a net basis. Aggregate borrowings under our Credit Agreement were $17.2 million and $23.2 million during the quarters ended September 30, 2024 and 2023, respectively, and aggregate repayments were $12.4 million and $13.1 million during the quarters ended September 30, 2024 and 2023, respectively. Aggregate borrowings under our Credit Agreement were $64.2 million and $57.7 million during the nine-months ended September 30, 2024 and 2023, respectively, and aggregate repayments were $43.0 million and $34.3 million during the nine-months ended September 30, 2024 and 2023, respectively.

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

17


 

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, 2024, and were in compliance with all of the covenants of the Credit Agreement at December 31, 2023. 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,
2024

 

December 31,
2023

 

Tangible net worth

 

> $125,000

 

$

173,881

 

$

191,824

 

Total leverage

 

< =60%

 

 

44.4

%

 

44.5

%

Secured leverage

 

< 30%

 

 

2.4

%

 

4.1

%

Unencumbered leverage

 

< 60%

 

 

45.8

%

 

44.2

%

Fixed charge coverage

 

>1.50x

 

3.2x

 

3.1x

 

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, 2024 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

Tuscan Professional Building fixed rate mortgage loan (b.)

 

$

541

 

 

 

5.56

%

 

June, 2025

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

 

 

7,718

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,571

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

19,830

 

 

 

 

 

 

     Less net financing fees

 

 

(168

)

 

 

 

 

 

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

 

$

19,662

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
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 April 10, 2024, the $12.2 million fixed rate mortgage loan on Summerlin Hospital Medical Office Building III was fully repaid utilizing borrowings under our Credit Agreement.

At September 30, 2024 and December 31, 2023, 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, 2024, had a combined carrying value of approximately $19.8 million and a combined fair value of approximately $18.4 million. The mortgages outstanding as of December 31, 2023, had a combined carrying value of approximately $33.1 million and a combined fair value of approximately $31.2 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:

Active Interest Rate Swap Agreements:

In October, 2024, we entered into an interest rate swap agreement on a total notional amount of $85 million with a fixed interest rate of 3.2725% that we designated as a cash flow hedge. The interest rate swap became effective on October 2, 2024 and is scheduled to mature on September 30, 2028. If one-month term SOFR is above 3.2725%, the counterparty pays us, and if one-month term SOFR is less than 3.2725%, we pay the counterparty, the difference between the fixed rate of 3.2725% and one-month term SOFR. This interest rate swap was entered into in replacement of two interest rate swap agreements, on an aggregate total notional amount of $85 million, that expired on September 16, 2024, as discussed below.

In December, 2023, we entered into an interest rate swap agreement on a total notional amount of $25 million with a fixed interest rate of 3.9495% that we designated as a cash flow hedge. The interest rate swap became effective on December 1, 2023 and is scheduled to

18


 

mature on December 1, 2027. If one-month term SOFR is above 3.9495%, the counterparty pays us, and if one-month term SOFR is less than 3.9495%, we pay the counterparty, the difference between the fixed rate of 3.9495% and one-month term SOFR.

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.

Expired Interest Rate Swap Agreements in 2024:

On September 16, 2024, the following interest rate swap agreements, on an aggregate total notional amount of $85 million, expired on their maturity dates: (i) an interest rate swap on a total notional amount of $35 million, with a fixed interest rate of 1.4975%, that was effective since January, 2020, and; (ii) an interest rate swap on a total notional amount of $50 million, with a fixed interest rate of 1.144%, that was effective since September, 2019.

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, 2024, the fair value of our interest rate swaps was a net asset of $3.3 million which is included in deferred charges and other assets on the accompanying condensed consolidated balance sheet. During the third quarter of 2024, we received approximately $1.5 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2024, we received approximately $4.8 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. 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. 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, 2024, we have seventy-six 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;
one specialty facility that is 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, 2023, 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, 2023 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 Risk Factors 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 are difficult to predict and many of which are outside of our control. Many factors could cause actual performance or results to differ materially from those expressed in the statements. Such factors include, among other things, the following:

The increase in interest rates has significantly increased our interest expense thereby reducing our net income, cash provided by operating activities and funds from operations, as well as unfavorably impacting our ability to access the capital markets on favorable terms. The increased interest rates on our borrowings and/or the increased costs related to new construction could also affect our ability to make additional attractive investments. The effects of increased interest rates on our borrowings, including the unfavorable impact on the terms of recent and future interest rate swap and/or cap agreements, could unfavorably impact our future rental revenue and expenses, including interest expense, and may potentially have a material unfavorable impact on our future net income, cash provided by operating activities, funds from operations, lease renewal terms, the underlying value of our properties, our ability to grow our portfolio, and the value of our common shares.
Our tenants have experienced inflationary pressures, primarily in personnel and certain other costs. 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.

20


 

A substantial portion of our revenues are dependent upon one operator, UHS, which comprised approximately 40% and 41% of our consolidated revenues for the three-month periods ended September 30, 2024 and 2023, respectively, and approximately 41% for each of the nine-month periods ended September 30, 2024 and 2023. 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 condensed 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.
In the past, staffing shortages have, at times, required our tenants to hire expensive temporary personnel and/or enhance wages and benefits to recruit and retain nurses and other clinical staff and support personnel. Our tenants have also experienced general inflationary cost increases related to certain other operating expenses. Many of these factors, which had a material unfavorable impact on the operating results of certain of our tenants during 2022, moderated to a certain degree during 2023 and 2024.
President Biden signed into law fiscal year 2025 appropriations to federal agencies for continuing projects and activities through December 20, 2024. 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.
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.
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.
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.
There is a heightened risk of future cybersecurity threats, including ransomware attacks targeting healthcare providers. If successful, future cyberattacks could have a material adverse effect on our business. Any costs that we, or our third-party property managers, incur as a result of a data security incident or breach, including costs to update security protocols to mitigate such an incident or breach could be significant. Any breach or failure in our, our third-party property managers', our tenants’, or our or their respective third-party service providers’ operational security systems, can result in loss of data or an unauthorized disclosure of or access to sensitive or confidential member or protected personal or health information and could result in violations of applicable privacy and other laws, significant penalties or fines, litigation, loss of customers, significant damage to our or their reputation and business, and other liability or losses. We may also incur additional costs related to cybersecurity risk management and remediation. There can be no assurance that we, our third-party property managers, our tenants or our or their service providers, if applicable, will not suffer losses relating to cyber-attacks or other

21


 

information security breaches in the future or that insurance coverage (if applicable) will be adequate to cover all the costs resulting from such events.
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 40% and 41% of our consolidated revenues during the three and nine-months ended September 30, 2024, respectively, 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 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 including Medicare payment reductions of up to 2% per fiscal year. Current legislation extended those cuts 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 executive actions that will strengthen the ACA. 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 ACA faced its most recent challenge when a Texas Federal District Court judge, in the case of Braidwood Management v. Becerra, ruled that certain provisions violate the Appointments Clause of the U.S. Constitution and the Religious Freedom Restoration Act. The decision was appealed to the U.S. Court of Appeals for the Fifth Circuit, which on June 21, 2024 affirmed the District Court’s ruling regarding preventive services recommended by United States Preventive Services Task Force being unconstitutional. However, the Fifth Circuit overturned the nationwide injunction imposed by the District Court, preserving access to the majority of preventive services in dispute for now. The matter is expected to be the subject of additional litigation, having been remanded in part to the District Court. Any future efforts to challenge, replace or replace the ACA or expand or substantially amend its provision is unknown.

22


 

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.
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.
We hold non-controlling equity interests in four LLCs/LPs, pursuant to the operating and/or partnership agreements of which, 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 at a price as determined by the Offering Member (“Transfer Price”), or; (ii) purchase the entire ownership interest of the Non-Offering Member 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.
Fluctuations in the value of our common stock, which, among other things could be affected by the current increasing interest rate environment.
Our business, results of operations, financial condition, or stock price may be adversely affected if we are not able to achieve our environmental, social and governance (“ESG”) goals or comply with emerging ESG regulations, or otherwise meet the expectations of our stakeholders with respect to ESG matters.
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 2023 Annual Report on Form 10-K.

Results of Operations

During the three-month period ended September 30, 2024, net income was $4.0 million, as compared to $3.9 million during the third quarter of 2023. The $125,000 increase was attributable to:

an increase of $451,000 resulting from an aggregate net increase in the income generated at various properties, and;
a decrease of $326,000 resulting from an increase in interest expense due primarily to an increase in our average outstanding borrowings as well as a slight increase in our average borrowing rate.

23


 

During the nine-month period ended September 30, 2024, net income was $14.6 million, as compared to $11.8 million during the corresponding nine-month period of 2023. The $2.8 million increase was attributable to:

an increase of $2.5 million resulting from an aggregate net increase in the income generated at various properties;
an increase of $1.9 million resulting from a reduction in the expenses related to our property located in Chicago, Illinois, including $1.1 million from demolition expenses incurred during the first nine months of 2023, and $563,000 related to a property tax reduction recorded during the first nine months of 2024 which related primarily to prior periods, and;
a decrease of $1.6 million resulting from an increase in interest expense due primarily to increases in our average borrowing rate as well as our average outstanding borrowings.

Revenues increased $271,000, or 1.1%, to $24.5 million during the three-month period ended September 30, 2024, as compared to $24.2 million during the three-month period ended September 30, 2023. The increase during the third quarter of 2024, as compared to the third quarter of 2023, was primarily due to an aggregate net increase generated at various properties, including the revenues generated at an MOB located in McAllen, Texas, that was acquired during the third quarter of 2023.

Revenues increased $3.1 million, or 4.4%, to $74.4 million during the nine-month period ended September 30, 2024, as compared to $71.3 million during the nine-month period ended September 30, 2023. The increase during the first nine months of 2024, as compared to the first nine months of 2023, was primarily due to an aggregate net increase generated at various properties, including the increased revenues generated at a newly constructed MOB located in Reno, Nevada, that opened during the first quarter of 2023, and the revenues generated at an MOB located in McAllen, Texas, that was acquired during the third quarter of 2023.

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.

Other operating expenses amounted to $6.8 million during the third quarter of 2024 and $7.1 million during the third quarter of 2023. Included in our other operating expenses (excluding ground lease expenses) are expenses related to the consolidated medical office buildings which included two vacant properties during the third quarter of 2024 and three vacant properties during the third quarter of 2023 (the divestiture of one of these vacant properties was completed during the fourth quarter of 2023 and the demolition of one of these vacant properties was substantially completed during the second quarter of 2023). Other operating expenses amounted to $19.5 million and $20.0 million during the nine-month periods ended September 30, 2024 and 2023, respectively, (excluding $1.1 million of demolition expenses incurred during the first nine month of 2023). Our operating expenses during the nine-month period ended September 30, 2024 include a property tax reduction of approximately $563,000, which related primarily to prior periods, recorded in connection with our property located in Chicago, Illinois.

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.

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Below is a reconciliation of our reported net income to FFO for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income

 

$

3,997

 

 

$

3,872

 

 

$

14,573

 

 

$

11,807

 

Depreciation and amortization expense on consolidated
   investments

 

 

7,009

 

 

 

7,012

 

 

 

20,624

 

 

 

20,479

 

Depreciation and amortization expense on unconsolidated
   affiliates

 

 

311

 

 

 

309

 

 

 

918

 

 

 

900

 

Funds From Operations

 

$

11,317

 

 

$

11,193

 

 

$

36,115

 

 

$

33,186

 

Weighted average number of shares outstanding - Diluted

 

 

13,849

 

 

 

13,822

 

 

 

13,835

 

 

 

13,811

 

Funds From Operations per diluted share

 

$

0.82

 

 

$

0.81

 

 

$

2.61

 

 

$

2.40

 

Our FFO increased $124,000 to $11.3 million during the third quarter of 2024, as compared to $11.2 million during the third quarter of 2023. The net increase was primarily due to the $125,000 increase in net income, as discussed above.

Our FFO increased $2.9 million to $36.1 million during the first nine months of 2024, as compared to $33.2 million during the first nine months of 2023. The net increase was primarily due to: (i) an increase in net income of $2.8 million, as discussed above, and; (ii) an increase in depreciation and amortization expense incurred by our consolidated and unconsolidated affiliates.

Other Operating Results

Interest Expense:

As reflected in the schedule below, interest expense was $4.8 million and $4.5 million during the three-month periods ended September 30, 2024 and 2023, respectively, and $13.9 million and $12.3 million during the nine-month periods ended September 30, 2024 and 2023, respectively (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months
Ended
September 30,
2024

 

 

Three Months
Ended
September 30,
2023

 

 

Nine Months
Ended
September 30,
2024

 

 

Nine Months
Ended
September 30,
2023

 

Revolving credit agreement

 

$

5,918

 

 

$

5,408

 

 

$

17,391

 

 

$

14,892

 

Mortgage interest

 

 

213

 

 

 

429

 

 

 

774

 

 

 

1,301

 

Interest rate swaps income, net (a.)

 

 

(1,520

)

 

 

(1,547

)

 

 

(4,805

)

 

 

(4,190

)

Amortization of financing fees

 

 

188

 

 

 

188

 

 

 

571

 

 

 

536

 

Amortization of fair value of debt

 

 

-

 

 

 

(12

)

 

 

-

 

 

 

(36

)

Capitalized interest on major projects

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(149

)

Other interest

 

 

(6

)

 

 

1

 

 

 

(11

)

 

 

(14

)

Interest expense, net

 

$

4,793

 

 

$

4,467

 

 

$

13,920

 

 

$

12,340

 

(a.)
Please see below in Quantitative and Qualitative Disclosures About Market Risk-Financial Instruments for disclosure regarding our various interest rate swap agreements. During the three and nine-month periods ended September 30, 2024 and 2023, net interest was paid to us from the counterparties pursuant to the interest rate swaps that were active during each period.

Interest expense increased by $326,000 during the three-month period ended September 30, 2024, as compared to the comparable period of 2023, due primarily to: (i) a $510,000 increase in the interest expense on our Credit Agreement primarily resulting from slight increases in our average cost of borrowings (6.93% average effective rate during the third quarter of 2024, as compared to 6.89% average effective rate during the comparable quarter of 2023) as well as increases in our average outstanding borrowings ($339.6 million during the three months ended September 30, 2024 as compared to $311.4 million in the comparable quarter of 2023); (ii) a $5,000 net increase in other combined interest expenses; (iii) a $27,000 increase due to a net decrease in interest rate swap income, partially offset by; (iv) a $216,000 decrease in mortgage interest expense (due primarily to repayment, utilizing borrowings under our Credit Agreement, of a $12.2 million fixed rate mortgage loan that matured during the second quarter of 2024).

Interest expense increased by $1.6 million during the nine-month period ended September 30, 2024, as compared to the comparable period of 2023, due primarily to: (i) a $2.5 million increase in the interest expense on our Credit Agreement primarily resulting from increases in our average cost of borrowings (6.94% average effective rate during the first nine months of 2024, as compared to 6.52% average effective rate during the comparable nine months of 2023) and in our average outstanding borrowings ($334.9 million during the nine months ended September 30, 2024 as compared to $305.4 million in the comparable nine-month period of 2023); (ii) a $149,000 increase due to a decrease in capitalized interest on a major project that was substantially completed during the first quarter of 2023; (iii) a $74,000 net increase in other combined interest expenses, partially offset by; (iv) a $615,000 favorable change in interest rate

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swap income, and; (v) a $527,000 decrease in mortgage interest expense (due primarily to repayment, utilizing borrowings under our Credit Agreement, of a $12.2 million fixed rate mortgage loan that matured during the second quarter of 2024).

Liquidity and Capital Resources

Net cash provided by operating activities

Net cash provided by operating activities was $33.8 million during the nine-month period ended September 30, 2024 as compared to $32.5 million during the comparable period of 2023. The $1.3 million net increase was attributable to:

a favorable change of $3.0 million due to an increase 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 expense), as discussed above;
an unfavorable change of $618,000 in accrued expenses and other liabilities;
an unfavorable change of $488,000 in lease receivable;
a favorable change of $289,000 in accrued interest;
a favorable change of $270,000 in leasing costs paid;
an unfavorable change of $222,000 in tenant reserves, deposits and deferred and prepaid rents, and;
other combined net unfavorable changes of $1.0 million.

Net cash used in investing activities

Net cash used in investing activities was $11.2 million during the first nine months of 2024 as compared to $19.8 million during the first nine months of 2023.

During the nine-month period ended September 30, 2024 we funded: (i) $5.9 million in equity investments in unconsolidated LLCs, and; (ii) $6.0 million in additions to real estate investments, including tenant improvements at various MOBs. In addition, during the nine months ended September 30, 2024, we received $765,000 of cash in excess of income from LLCs.

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.

Net cash used in financing activities

Net cash used in financing activities was $24.4 million during the nine months ended September 30, 2024, as compared to $11.9 million during the nine months ended September 30, 2023.

During the nine-month period ended September 30, 2024, we paid: (i) $13.2 million on mortgage notes payable that are non-recourse to us, including a $12.2 million repayment of a fixed rate mortgage loan that matured during the second quarter of 2024; (ii) $2.1 million of financing costs, primarily related to the second amendment to the Credit Agreement, as discussed herein, and; (iii) $30.2 million of dividends, including $85,000 of previously accrued dividends. Additionally, during the nine months ended September 30, 2024, we received: (i) $21.2 million of net borrowings pursuant to our Credit Agreement, and; (ii) $17,000 of net cash from the issuance of shares of beneficial interest.

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 first amendment to our 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 pursuant to our Credit Agreement, and; (ii) $118,000 of net cash from the issuance of shares of beneficial interest.

During the second quarter of 2024, we filed a shelf registration statement on Form S-3 (File No. 333-278730) (the “Form S-3”), registering the offer and sale, from time-to-time, of an indeterminate amount of the common shares of our beneficial interest, preferred shares and debt securities up to an aggregate initial offering price of $100 million to or through one or more underwriters, dealers or agents, or directly to purchasers. The Form S-3 became effective on April 30, 2024.

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No shares were issued under the Form S-3 since the effective date of April 30, 2024 through September 30, 2024. As of September 30, 2024, we have paid or incurred approximately $297,000 in various fees and expenses related to the Form S-3. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We make no assurance regarding when, or if, we will issue any securities under this registration statement.

Additional cash flow and dividends paid information for the nine-month periods ended September 30, 2024 and 2023:

As indicated on our condensed consolidated statement of cash flows, we generated net cash provided by operating activities of $33.8 million and $32.5 million during the nine-month periods ended September 30, 2024 and 2023, 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, as applicable, 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.

We declared and paid dividends of $30.2 million and $29.8 million during the nine-month periods ended September 30, 2024 and 2023, respectively. During the first nine months of 2024, the $33.8 million of net cash provided by operating activities was approximately $3.5 million greater than the $30.2 million of dividends paid during the first nine months of 2024. 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.

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, 2024 and 2023. 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 $425 million Credit Agreement (which had $77.2 million of available borrowing capacity, net of outstanding borrowings as of September 30, 2024); (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 other long-term debt, and/or; (iv) the issuance of equity. In April, 2024 we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission pursuant to which we many offer up to $100 million of securities pursuant to supplemental prospectuses which we may file from time to time.

We believe that our operating cash flows, cash and cash equivalents, available borrowing capacity under our 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 borrowings outstanding under the credit agreement, non-recourse mortgage borrowings and

27


 

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 September 30, 2024, we entered into a second amendment to our credit agreement, dated as of July, 2021, and amended in May, 2023, among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent ("Credit Agreement"). Among other things, the second amendment provided for the following: (i) extended the maturity date to September 30, 2028 (from July, 2025 previously), and; (ii) increased the aggregate borrowing capacity under the credit facility to $425 million (from $375 million previously) comprised of a $125 million non-amortizing term loan ("Term Loan"), and a $300 million revolving loan commitment which includes 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 and/or the Term Loan be increased by up to an additional aggregate amount of $50 million, and we have the option to extend the maturity date for up to two additional six-month periods. 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.

On May 15, 2023, we entered into the first amendment to our Credit Agreement dated as of July 2, 2021. The amendment replaced LIBOR with term SOFR plus .10% (“Adjusted Term SOFR”) as an alternative benchmark rate under the Credit Agreement.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at our option, the 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 after the second amendment ranges from 1.10% to 1.35% for SOFR revolving loans and 0.10% to 0.35% for Base Rate revolving loans. The applicable margin ranges from 1.20% to 1.65% for Adjusted Term SOFR loans and 0.20% to 0.65% for Base Rate term loans. The Credit Agreement, as amended by the second 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 facility fee on the $300 million revolving loan commitment ranging from 0.15% to 0.35% (depending on the Trust’s total leverage ratio).

The margins over Adjusted Term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2024, the applicable margin over the Adjusted Term SOFR rate for revolving loans was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%. At September 30, 2024, the applicable margin over the Adjusted Term SOFR rate for term loans was 1.35% and the margin over the Base Rate was .35%.

At September 30, 2024, we had $347.7 million of outstanding borrowings pursuant to the terms of our $425 million Credit Agreement and $77.2 million of available borrowing capacity. There are no compensating balance requirements. At December 31, 2023, we had $326.6 million of outstanding borrowings pursuant to the terms of our Credit Agreement in effect at that time, $3.1 million of outstanding letters of credit and $45.3 million of available borrowing capacity.

In our consolidated statements of cash flows, we report cash flows pursuant to our Credit Agreement on a net basis. Aggregate borrowings under our Credit Agreement were $17.2 million and $23.2 million during the quarters ended September 30, 2024 and 2023, respectively, and aggregate repayments were $12.4 million and $13.1 million during the quarters ended September 30, 2024 and 2023, respectively. Aggregate borrowings under our Credit Agreement were $64.2 million and $57.7 million during the nine-months ended September 30, 2024 and 2023, respectively, and aggregate repayments were $43.0 million and $34.3 million during the nine-months ended September 30, 2024 and 2023, respectively.

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, 2024, and were in compliance with all of the covenants of the Credit Agreement at December 31, 2023. 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,
2024

 

December 31,
2023

 

Tangible net worth

 

> $125,000

 

$

173,881

 

$

191,824

 

Total leverage

 

< =60%

 

 

44.4

%

 

44.5

%

Secured leverage

 

< 30%

 

 

2.4

%

 

4.1

%

Unencumbered leverage

 

< 60%

 

 

45.8

%

 

44.2

%

Fixed charge coverage

 

>1.50x

 

3.2x

 

3.1x

 

 

28


 

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, 2024 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

Tuscan Professional Building fixed rate mortgage loan (b.)

 

$

541

 

 

 

5.56

%

 

June, 2025

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

 

 

7,718

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,571

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

19,830

 

 

 

 

 

 

     Less net financing fees

 

 

(168

)

 

 

 

 

 

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

 

$

19,662

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
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 April 10, 2024, the $12.2 million fixed rate mortgage loan on Summerlin Hospital Medical Office Building III was fully repaid utilizing borrowings under our Credit Agreement.

At September 30, 2024 and December 31, 2023, 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, 2024, had a combined carrying value of approximately $19.8 million and a combined fair value of approximately $18.4 million. The mortgages outstanding as of December 31, 2023, had a combined carrying value of approximately $33.1 million and a combined fair value of approximately $31.2 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.

Off Balance Sheet Arrangements

As of September 30, 2024, we had off balance sheet arrangements consisting of certain equity and debt financing commitments. As a result of the first quarter, 2024 partial repayment of the Grayson Properties II construction loan, the associated $3.1 million letter of credit was cancelled. (See Note 5 to the condensed consolidated financial statements-Summarized Financial Information of Equity Affiliates). As of December 31, 2023, 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, 2023 totaled $3.1 million related to Grayson Properties II.

Acquisition and Divestiture Activity

Please see Note 4 to the condensed consolidated financial statements-Acquisitions and Divestitures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Financial Instruments

Active Interest Rate Swap Agreements:

In October, 2024, we entered into an interest rate swap agreement on a total notional amount of $85 million with a fixed interest rate of 3.2725% that we designated as a cash flow hedge. The interest rate swap became effective on October 2, 2024 and is scheduled to mature on September 30, 2028. If one-month term SOFR is above 3.2725%, the counterparty pays us, and if one-month term SOFR is less than 3.2725%, we pay the counterparty, the difference between the fixed rate of 3.2725% and one-month term SOFR. This interest rate swap was entered into in replacement of two interest rate swap agreements, on an aggregate total notional amount of $85 million, that expired on September 16, 2024, as discussed below.

In December, 2023, we entered into an interest rate swap agreement on a total notional amount of $25 million with a fixed interest rate of 3.9495% that we designated as a cash flow hedge. The interest rate swap became effective on December 1, 2023 and is scheduled to mature on December 1, 2027. If one-month term SOFR is above 3.9495%, the counterparty pays us, and if one-month term SOFR is less than 3.9495%, we pay the counterparty, the difference between the fixed rate of 3.9495% and one-month term SOFR.

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

29


 

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.

Expired Interest Rate Swap Agreements in 2024:

On September 16, 2024, the following interest rate swap agreements, on an aggregate total notional amount of $85 million, expired on their maturity dates: (i) an interest rate swap on a total notional amount of $35 million, with a fixed interest rate of 1.4975%, that was effective since January, 2020, and; (ii) an interest rate swap on a total notional amount of $50 million, with a fixed interest rate of 1.144%, that was effective since September, 2019.

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, 2024, the fair value of our interest rate swaps was a net asset of $3.3 million which is included in deferred charges and other assets on the accompanying condensed consolidated balance sheet. During the third quarter of 2024, we received approximately $1.5 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2024, we received approximately $4.8 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. 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. 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, 2024, the fair value and carrying value of our debt is approximately $366.0 million and $367.0 million, respectively. As of that date, the carrying value exceeds the fair value by approximately $1.0 million.

The table below presents information regarding our financial instruments that are sensitive to changes in interest rates. For debt obligations, the amounts of which are as of September 30, 2024, 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)

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt(a)

 

$

318

 

 

$

939

 

 

$

600

 

 

$

626

 

 

$

653

 

 

$

16,694

 

 

$

19,830

 

Average interest rates

 

 

4.30

%

 

 

4.30

%

 

 

4.20

%

 

 

4.20

%

 

 

4.30

%

 

 

4.40

%

 

 

4.30

%

Variable rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt(b)

 

$

 

 

$

 

 

$

 

 

$

 

 

$

347,750

 

 

$

 

 

$

347,750

 

Average interest rates

 

 

 

 

 

 

 

 

 

 

6.70

%

 

 

 

 

6.70

%

Interest rate swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notional amount(c)

 

$

 

 

$

 

 

$

 

 

$

80,000

 

 

$

 

 

$

 

 

$

80,000

 

Interest rates

 

 

 

 

 

 

 

 

1.580

%

 

 

 

 

 

 

1.580

%

 

(a)
Consists of non-recourse mortgage notes payable.
(b)
Consists of $347.8 million of outstanding borrowings under the terms of our $425 million Credit Agreement which has a scheduled maturity date of September 30, 2028.
(c)
Consists of: (i) an interest rate swap on a total notional amount of $55 million with a fixed interest rate of 0.565% that became effective on March 25, 2020 and is scheduled to mature on March 25, 2027, and; (ii) an interest rate swap on a total notional amount of $25 with a fixed interest rate of 3.9495% that became effective on December 1, 2023 and is scheduled to mature on December 1, 2027. On October 2, 2024, we entered into a new interest rate swap agreement (which is not reflected on the table above) on a total notional amount of $85 million with a fixed interest rate of 3.2725% that is scheduled to mature on September 30, 2028. This new interest rate swap agreement was entered into in replacement of two interest rate swap agreements, on an aggregate total notional amount of $85 million which expired on September 16, 2024, consisting of a $35 million notional amount with a fixed interest rate of 1.41%, and a $50 million notional amount with a fixed interest rate of 1.065%.

As calculated based upon our variable rate debt outstanding as of September 30, 2024 that is subject to interest rate fluctuations, and giving effect to the two interest rate swaps as reflected on the table above, each 1% change in interest rates would impact our net income

30


 

by approximately $2.7 million. This impact does not give effect to the above-mentioned interest rate swap agreement entered into on October 2, 2024, on a total notional amount of $85 million with a fixed interest rate of 3.2725%.

Item 4. Controls and Procedures

As of September 30, 2024, 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 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

31


 

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, 2023 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, 2023.

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, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

Item 6. Exhibits

(a.)
Exhibits:

 

  10.1

 

Second Amended and Restated Credit Agreement, dated as of September 30, 2024, among Universal Health Realty Income Trust, the Lenders Party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, Fifth Third Bank, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, Truist Bank and U.S. Bank National Association, as Co-Documentation Agents, and Wells Fargo Securities, LLC and BOFA Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, previously filed as Exhibit 10.1 to our 8-K filed on October 2, 2024, is hereby incorporated by reference.

 

 

 

  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 With Embedded Linkbase Documents

 

 

 

   104

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

 

32


 

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, 2024

 

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)

 

33


 

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, 2024

/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, 2024

/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, 2024, 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, 2024

 

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, 2024, 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, 2024

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.

 

 


v3.24.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2024
Oct. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
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   13,849,568
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, $0.01 par value  
Trading Symbol UHT  
Security Exchange Name NYSE  
Entity Incorporation, State or Country Code MD  
Document Quarterly Report true  
Document Transition Report false  
v3.24.3
Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues:        
Revenues, Total $ 24,494 $ 24,223 $ 74,369 $ 71,255
Expenses:        
Depreciation and amortization 7,009 7,012 20,624 20,479
Other operating expenses 7,609 7,854 22,115 23,625
Costs and Expenses, Total 16,004 16,198 46,832 48,061
Income before equity in income of unconsolidated limited liability companies ("LLCs") and interest expense 8,490 8,025 27,537 23,194
Equity in income of unconsolidated LLCs 300 314 956 953
Interest expense, net (4,793) (4,467) (13,920) (12,340)
Net income $ 3,997 $ 3,872 $ 14,573 $ 11,807
Basic earnings per share $ 0.29 $ 0.28 $ 1.06 $ 0.86
Diluted earnings per share $ 0.29 $ 0.28 $ 1.05 $ 0.85
Weighted average number of shares outstanding - Basic 13,807 13,790 13,799 13,784
Weighted average number of shares outstanding - Diluted 13,849 13,822 13,835 13,811
Management Service        
Expenses:        
Advisory fees to UHS $ 1,386 $ 1,332 $ 4,093 $ 3,957
UHS Facilities        
Revenues:        
Lease revenue [1] 8,248 8,274 25,366 24,297
Interest income on financing leases - UHS facilities 1,357 1,365 4,077 4,096
UHS Facilities | Other        
Revenues:        
Other revenue 242 254 682 730
Non-Related Parties        
Revenues:        
Lease revenue 14,342 13,926 43,188 40,955
Non-Related Parties | Other        
Revenues:        
Other revenue $ 305 $ 404 $ 1,056 $ 1,177
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $765 and $725 for the three-month periods ended September 30, 2024 and 2023, respectively, and $2,306 and $2,219 for the nine-month periods ended September 30, 2024 and 2023, respectively.
v3.24.3
Condensed Consolidated Statements of Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
UHS Hospital Facilities | McAllen Medical Center        
Bonus rental $ 765 $ 725 $ 2,306 $ 2,219
v3.24.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net Income (Loss) $ 3,997 $ 3,872 $ 14,573 $ 11,807
Other comprehensive loss:        
Unrealized derivative loss on cash flow hedges (3,184) (489) (4,055) (1,521)
Total other comprehensive loss: (3,184) (489) (4,055) (1,521)
Total comprehensive income $ 813 $ 3,383 $ 10,518 $ 10,286
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Real Estate Investments:    
Buildings and improvements and construction in progress $ 654,154 $ 649,374
Accumulated depreciation (280,859) (262,449)
Real Estate Investment Property, Net, Total 373,295 386,925
Land 56,870 56,870
Net Real Estate Investments 430,165 443,795
Financing receivable from UHS 82,921 83,279
Net Real Estate Investments and Financing receivable 513,086 527,074
Investments in limited liability companies ("LLCs") 14,260 9,102
Other Assets:    
Cash and cash equivalents 6,372 8,212
Lease and other receivables from UHS 6,995 6,180
Lease receivable - other 8,580 8,166
Intangible assets (net of accumulated amortization of $11.9 million and $12.5 million, respectively) 7,758 9,110
Right-of-use land assets, net 10,925 10,946
Deferred charges, notes receivable and other assets, net 16,354 17,579
Total Assets 584,330 596,369
Liabilities:    
Line of credit borrowings 347,750 326,600
Mortgage notes payable, non-recourse to us, net 19,662 32,863
Accrued interest 736 490
Accrued expenses and other liabilities 12,690 13,500
Ground lease liabilities, net 10,925 10,946
Tenant reserves, deposits and deferred and prepaid rents 10,928 11,036
Total Liabilities 402,691 395,435
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: 2024 - 13,849,424; 2023 - 13,823,899 138 138
Capital in excess of par value 270,826 270,398
Cumulative net income 840,634 826,061
Cumulative dividends (933,216) (902,975)
Accumulated other comprehensive income 3,257 7,312
Total Equity 181,639 200,934
Total Liabilities and Equity $ 584,330 $ 596,369
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Intangible assets, accumulated amortization $ 11.9 $ 12.5
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 13,849,424 13,823,899
Common shares, outstanding 13,849,424 13,823,899
v3.24.3
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, 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        
Balance at Dec. 31, 2023 200,934 $ 138 270,398 826,061 (902,975) 7,312
Balance, Shares at Dec. 31, 2023   13,824        
Shares of Beneficial Interest:            
Issued, net (180)   (180)      
Issued, net (in shares)   26        
Repurchased (27)   (27)      
Repurchased (in shares)   (1)        
Restricted stock-based compensation expense 635   635      
Dividends (30,241)       (30,241)  
Comprehensive income:            
Net income 14,573     14,573    
Unrealized net gain/(loss) on cash flow hedges (4,055)         (4,055)
Subtotal - comprehensive income 10,518     14,573   (4,055)
Balance at Sep. 30, 2024 181,639 $ 138 270,826 840,634 (933,216) 3,257
Balance, Shares at Sep. 30, 2024   13,849        
Balance at Jun. 30, 2024 190,701 $ 138 270,592 836,637 (923,107) 6,441
Balance, Shares at Jun. 30, 2024   13,849        
Shares of Beneficial Interest:            
Issued, net 27   27      
Repurchased (15)   (15)      
Restricted stock-based compensation expense 222   222      
Dividends (10,109)       (10,109)  
Comprehensive income:            
Net income 3,997     3,997    
Unrealized net gain/(loss) on cash flow hedges (3,184)         (3,184)
Subtotal - comprehensive income 813     3,997   (3,184)
Balance at Sep. 30, 2024 $ 181,639 $ 138 $ 270,826 $ 840,634 $ (933,216) $ 3,257
Balance, Shares at Sep. 30, 2024   13,849        
v3.24.3
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]        
Dividends, per share $ 0.73 $ 0.72 $ 2.185 $ 2.155
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net income $ 14,573 $ 11,807
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 20,624 20,479
Amortization related to above/below market leases, net (131) (109)
Amortization of debt premium   (36)
Amortization of deferred financing costs 571 536
Stock-based compensation expense 635 577
Changes in assets and liabilities:    
Lease receivable (1,229) (741)
Accrued expenses and other liabilities 241 859
Tenant reserves, deposits and deferred and prepaid rents (108) 114
Accrued interest 246 (43)
Leasing costs paid (1,100) (1,370)
Other, net (564) 411
Net cash provided by operating activities 33,758 32,484
Cash flows from investing activities:    
Investments in LLCs (5,892) (4,058)
Cash distributions from LLCs 765 531
Advance received from LLC   3,500
Additions to real estate investments, net (6,037) (12,220)
Cash paid for acquisition of properties   (7,598)
Net cash used in investing activities (11,164) (19,845)
Cash flows from financing activities:    
Net borrowings on the line of credit 21,150 23,400
Repayments of mortgage notes payable (13,232) (5,423)
Financing costs paid (2,127) (222)
Dividends paid (30,242) (29,767)
Issuance of shares of beneficial interest, net 17 118
Net cash used in financing activities (24,434) (11,894)
(Decrease)/increase in cash and cash equivalents (1,840) 745
Cash and cash equivalents, beginning of period 8,212 7,614
Cash and cash equivalents, end of period 6,372 8,359
Supplemental disclosures of cash flow information:    
Interest paid 13,134 12,032
Invoices accrued for construction and improvements $ 1,715 $ 2,005
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 3,997 $ 3,872 $ 14,573 $ 11,807
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
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
Rule 10b5-1 Arr Modified Flag false
Non Rule 10b5-1 Arr Modified Flag false
v3.24.3
General
9 Months Ended
Sep. 30, 2024
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, 2024. 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, 2024, 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, 2023.

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.

v3.24.3
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions
9 Months Ended
Sep. 30, 2024
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, 2024, 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, 2024, accounted for approximately 24% and 25% of our consolidated revenues for the three months ended September 30, 2024 and 2023, respectively and approximately 24% and 25% of our consolidated revenues for the nine months ended September 30, 2024 and 2023, respectively. In addition to the six UHS hospital facilities, we have twenty properties consisting of medical/office buildings and free-standing emergency departments ("FEDs") that are either wholly or jointly-owned by us that include tenants which are subsidiaries of UHS. The aggregate revenues generated from UHS-related tenants comprised approximately 40% and 41% of our consolidated revenues during the three-month periods ended September 30, 2024 and 2023, respectively, and 41% of our consolidated revenues during each of the nine-month periods ended September 30, 2024 and 2023.

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: (i) 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; (ii) two wholly-owned subsidiaries of UHS transferred to us, the real estate assets of 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 Canyon Creek Behavioral Health (“Canyon Creek”), located in Temple, Texas, at its fair-market value of approximately $26.0 million, and; (iii) we paid approximately $4.1 million in cash to UHS.

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. Our consolidated balance sheets as of September 30, 2024 and December 31, 2023 include financing receivables related to this transaction of $82.9 million and $83.3 million, respectively.

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 2024 on the acquired properties, which is payable to us on a monthly basis, is approximately $5.9 million ($4.1 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, 2024 and 2023, and approximately $4.1 million for each of the nine-month periods ended September 30, 2024 and 2023. 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, 2024, 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

 

$

6,639,000

 

 

December, 2026

 

 

5

 

(b)

Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services

 

$

4,072,000

 

 

December, 2033

 

 

35

 

(c)

Canyon Creek Behavioral Health

 

$

1,841,000

 

 

December, 2033

 

 

35

 

(c)

Clive Behavioral Health Hospital

 

$

2,775,000

 

 

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.

In October, 2024, two wholly-owned subsidiaries of UHS each exercised their 5-year renewal options on two FEDs located in Weslaco and Mission, Texas, covering the period of February 1, 2025 through January 31, 2030 (the current lease terms were scheduled to expire on January 31, 2025; with aggregate annual lease rates of approximately $979,000). Pursuant to terms of the leases, and consistent with

the terms of the leases currently in effect for each property, the lease rates are scheduled to increase 2% per year through the end of the renewed lease terms. The wholly-owned subsidiaries of UHS have five, 5-year renewal options remaining on each of these FEDs, with the first three renewal options (covering the years 2030 through 2044) providing for 2% annual increases to the lease rates, and the remaining two, 5-year renewal options (covering the years 2045 through 2054) providing for lease rates at the then fair market value. These leases are cross-defaulted with one another and the wholly-owned subsidiaries of UHS have the option to purchase the leased properties upon the expiration of each five-year extended term at the fair market value at that time.

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 $1.4 million and $1.3 million for the three-month periods ended September 30, 2024 and 2023, respectively, and were based upon average invested real estate assets of $792 million and $761 million, respectively. Advisory fees incurred and paid (or payable) to UHS amounted to approximately $4.1 million and $4.0 million for the nine-month periods ended September 30, 2024 and 2023, respectively, and were based upon average invested real estate assets of $780 million and $754 million, respectively.

Share Ownership: As of September 30, 2024 and December 31, 2023, 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 40% and 41% of our consolidated revenues during the three-month periods ended September 30, 2024 and 2023, respectively, and approximately 41% during each of the nine-month periods ended September 30, 2024 and 2023, 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.

v3.24.3
Dividends and Equity Issuance Program
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Dividends and Equity Issuance Program

(3) Dividends and Equity Issuance Program

Dividends and dividend equivalents:

We declared and paid dividends of approximately $10.1 million, or $.730 per share, during the third quarter of 2024 and approximately $9.9 million, or $.720 per share, during the third quarter of 2023. We declared and paid dividends of approximately $30.2 million, or $2.185 per share, during the nine-month period ended September 30, 2024, and approximately $29.8 million, or $2.155 per share, during the comparable period of 2023. Amounts reflected above include accrued dividends that were paid related to the vesting of restricted stock. Dividend equivalents, which are applicable to shares of unvested restricted stock, were accrued during the first nine months of 2024 and 2023 and were or will be paid upon vesting of the restricted stock.

Equity Issuance Program:

During the second quarter of 2024, we filed a shelf registration statement on Form S-3 (File No. 333-278730) (the "Form S-3"), registering the offer and sale, from time-to-time, of an indeterminate amount of the common shares of beneficial interest, preferred shares and debt securities up to an aggregate initial offering price of $100 million to or through one or more underwriters, dealers or agents, or directly to purchasers. The Form S-3 became effective on April 30, 2024.

No shares were issued under the Form S-3 since the effective date of April 30, 2024 through September 30, 2024. As of September 30, 2024, we have paid or incurred approximately $297,000 in various fees and expenses related to the Form S-3. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We make no assurance regarding when, or if, we will issue any securities under this registration statement.

v3.24.3
Acquisitions and Divestitures
9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Acquisitions and Divestitures

(4) Acquisitions and Divestitures

Nine Months Ended September 30, 2024:

Acquisitions:

There were no acquisitions during the first nine months of 2024.

Divestitures:

There were no divestitures during the first nine months of 2024.

 

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 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 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 pro-rata share of the common area maintenance expenses. This master flex lease agreement is subject to reduction based upon the execution of third-party leases. Additionally, during March, 2023, the ground lease for this property commenced and a right-of-use asset and lease liability was recorded in connection with this lease. The cost of the MOB is estimated to be approximately $35 million, approximately $30 million of which was incurred as of September 30, 2024.

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 and is 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 a 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.

v3.24.3
Summarized Financial Information of Equity Affiliates
9 Months Ended
Sep. 30, 2024
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, 2024, we have non-controlling equity investments or commitments in four jointly-owned LLCs/LPs which own MOBs. As of September 30, 2024 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.

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, 2024:

 

 

 

 

 

 

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 $8.2 million, which is non-recourse to us, outstanding as of September 30, 2024.
(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.)
This LP constructed, owns and operates the Texoma Medical Plaza II, on which construction was substantially completed in December 2020. The 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 $10.2 million in equity and debt financing, of which $7.5 million, net, has been funded as of September 30, 2024. This LP entered into a third-party construction loan commitment, which is non-recourse to us, which had an outstanding balance of $6.9 million as of September 30, 2024. Monthly principal and interest payments on this loan commenced on January 1, 2023. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro rata equity contributions from the partners. The third-party partner's share of the pro rata equity contributions was partially funded with a six-month, $128,000 partner loan from us, which was repaid during July, 2024 with interest. Our share of the pro rata equity contributions, as well as the third-party partner loan, were funded utilizing borrowings from our revolving credit agreement. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.
(e.)
We are the lessee with a UHS-related party for the land related to this property.

As of September 30, 2024, and December 31, 2023, 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

 

9/30/2024

 

 

12/31/2023

 

 

Maturity Date

Brunswick Associates (2.80% fixed rate mortgage loan)

 

$

8,244

 

 

$

8,453

 

 

December, 2030

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

 

 

6,921

 

 

 

12,753

 

 

March, 2026

 

 

$

15,165

 

 

$

21,206

 

 

 

(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. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro-rate equity contributions from the partners, as discussed above. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.

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 at a price as determined by the Offering Member (“Transfer Price”), or; (ii) purchase the entire ownership interest of the Non-Offering Member 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.

v3.24.3
Recent Accounting Pronouncements
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Recent Accounting Pronouncements

(6) Recent Accounting Pronouncements

Segment Reporting

In November, 2023, the FASB issued ASU 2023-07, Segment Reporting, Topic 280, "Improvements to Reportable Segment Disclosures ("ASU 2023-07") which was issued to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The ASU requires existing annual segment disclosures to also be disclosed on an interim basis and also requires disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker ("CODM"). The standard is effective for the fiscal year ended December 31, 2024 and interim periods thereafter. We do not expect the standard to have a material impact on our consolidated financial statements.

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, 2024.

v3.24.3
Lease Accounting
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Lease Accounting

(7) Lease Accounting

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, 2024 and 2023.

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, 2024 and December 31, 2023 reflect financing receivables related to this transaction amounting to $82.9 million and $83.3 million, respectively. Pursuant to the leases, as amended during the first quarter of 2022, the aggregate annual rental during 2024 on the acquired properties, which is payable to us on a monthly basis, amounts to approximately $5.9 million ($4.1 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 $5.4 million during the full year of 2024. 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, 2024 and 2023 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,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

UHS facilities:

 

 

 

 

 

 

 

 

 

 

 

Base rents

$

6,785

 

 

$

6,620

 

 

$

20,645

 

 

$

19,400

 

Bonus rents (a.)

 

765

 

 

 

725

 

 

 

2,306

 

 

 

2,219

 

Tenant reimbursements

 

698

 

 

 

929

 

 

 

2,415

 

 

 

2,678

 

Lease revenue - UHS facilities

$

8,248

 

 

$

8,274

 

 

$

25,366

 

 

$

24,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-related parties:

 

 

 

 

 

 

 

 

 

 

 

Base rents

 

11,034

 

 

 

10,542

 

 

 

33,078

 

 

 

31,256

 

Tenant reimbursements

 

3,308

 

 

 

3,384

 

 

 

10,110

 

 

 

9,699

 

Lease revenue - Non-related parties

$

14,342

 

 

$

13,926

 

 

$

43,188

 

 

$

40,955

 

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

 

Disclosures Related to Certain Hospital Facilities:

Vacant Specialty Facility and Land:

Chicago, Illinois - Land: The lease on this facility expired on December 31, 2021. Demolition of the former hospital was completed during 2023. The aggregate demolition expenses amounted to approximately $1.5 million, of which approximately $1.1 million were incurred during the first and second quarters of 2023, and $332,000 were incurred during the fourth quarter of 2022.

Evansville, Indiana - Specialty Facility: The lease on this specialty facility expired during 2019, and the facility has been vacant since that time.

We continue to market the Chicago, Illinois, and Evansville, Indiana properties to third parties. Future operating expenses related to these properties will be incurred by us during the time they remain owned and unleased.

Former facility - Corpus Christi, Texas: In December, 2023, we sold this vacant specialty facility.

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, 2024, our condensed consolidated balance sheet includes right-of-use land assets of approximately $10.9 million and ground lease liabilities of approximately $10.9 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.

v3.24.3
Debt and Financial Instruments
9 Months Ended
Sep. 30, 2024
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 borrowings outstanding under the credit agreement, 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 September 30, 2024, we entered into a second amendment to our credit agreement, dated as of July, 2021, and amended in May, 2023, among the Trust as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent ("Credit Agreement"). Among other things, the second amendment provided for the following: (i) extended the maturity date to September 30, 2028 (from July, 2025 previously), and; (ii) increased the aggregate borrowing capacity under the credit facility to $425 million (from $375 million previously) comprised of a $125 million non-amortizing term loan ("Term Loan"), and a $300 million revolving loan commitment which includes 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 and/or the Term Loan be increased by up to an additional aggregate amount of $50 million, and we have the option to extend the maturity date for up to two additional six-month periods. 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.

On May 15, 2023, we entered into the first amendment to our Credit Agreement dated as of July 2, 2021. The amendment replaced LIBOR with term SOFR plus .10% (“Adjusted Term SOFR”) as an alternative benchmark rate under the Credit Agreement.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at our option, the 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 after the second amendment ranges from 1.10% to 1.35% for SOFR revolving loans and 0.10% to 0.35% for Base Rate revolving loans. The applicable margin ranges from 1.20% to 1.65% for Adjusted Term SOFR loans and 0.20% to 0.65% for Base Rate term loans. The Credit Agreement, as amended by the second 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 facility fee on the $300 million revolving loan commitment ranging from 0.15% to 0.35% (depending on the Trust’s total leverage ratio).

The margins over Adjusted Term SOFR, Base Rate and the facility fee are based upon our total leverage ratio. At September 30, 2024, the applicable margin over the Adjusted Term SOFR rate for revolving loans was 1.20%, the margin over the Base Rate was 0.20% and the facility fee was 0.20%. At September 30, 2024, the applicable margin over the Adjusted Term SOFR rate for term loans was 1.35% and the margin over the Base Rate was .35%.

At September 30, 2024, we had $347.7 million of outstanding borrowings pursuant to the terms of our $425 million Credit Agreement and $77.2 million of available borrowing capacity. There are no compensating balance requirements. At December 31, 2023, we had $326.6 million of outstanding borrowings pursuant to the terms of our Credit Agreement in effect at that time, $3.1 million of outstanding letters of credit and $45.3 million of available borrowing capacity.

In our consolidated statements of cash flows, we report cash flows pursuant to our Credit Agreement on a net basis. Aggregate borrowings under our Credit Agreement were $17.2 million and $23.2 million during the quarters ended September 30, 2024 and 2023, respectively, and aggregate repayments were $12.4 million and $13.1 million during the quarters ended September 30, 2024 and 2023, respectively. Aggregate borrowings under our Credit Agreement were $64.2 million and $57.7 million during the nine-months ended September 30, 2024 and 2023, respectively, and aggregate repayments were $43.0 million and $34.3 million during the nine-months ended September 30, 2024 and 2023, respectively.

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, 2024, and were in compliance with all of the covenants of the Credit Agreement at December 31, 2023. 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,
2024

 

December 31,
2023

 

Tangible net worth

 

> $125,000

 

$

173,881

 

$

191,824

 

Total leverage

 

< =60%

 

 

44.4

%

 

44.5

%

Secured leverage

 

< 30%

 

 

2.4

%

 

4.1

%

Unencumbered leverage

 

< 60%

 

 

45.8

%

 

44.2

%

Fixed charge coverage

 

>1.50x

 

3.2x

 

3.1x

 

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, 2024 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

Tuscan Professional Building fixed rate mortgage loan (b.)

 

$

541

 

 

 

5.56

%

 

June, 2025

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

 

 

7,718

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,571

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

19,830

 

 

 

 

 

 

     Less net financing fees

 

 

(168

)

 

 

 

 

 

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

 

$

19,662

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
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 April 10, 2024, the $12.2 million fixed rate mortgage loan on Summerlin Hospital Medical Office Building III was fully repaid utilizing borrowings under our Credit Agreement.

At September 30, 2024 and December 31, 2023, 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, 2024, had a combined carrying value of approximately $19.8 million and a combined fair value of approximately $18.4 million. The mortgages outstanding as of December 31, 2023, had a combined carrying value of approximately $33.1 million and a combined fair value of approximately $31.2 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:

Active Interest Rate Swap Agreements:

In October, 2024, we entered into an interest rate swap agreement on a total notional amount of $85 million with a fixed interest rate of 3.2725% that we designated as a cash flow hedge. The interest rate swap became effective on October 2, 2024 and is scheduled to mature on September 30, 2028. If one-month term SOFR is above 3.2725%, the counterparty pays us, and if one-month term SOFR is less than 3.2725%, we pay the counterparty, the difference between the fixed rate of 3.2725% and one-month term SOFR. This interest rate swap was entered into in replacement of two interest rate swap agreements, on an aggregate total notional amount of $85 million, that expired on September 16, 2024, as discussed below.

In December, 2023, we entered into an interest rate swap agreement on a total notional amount of $25 million with a fixed interest rate of 3.9495% that we designated as a cash flow hedge. The interest rate swap became effective on December 1, 2023 and is scheduled to

mature on December 1, 2027. If one-month term SOFR is above 3.9495%, the counterparty pays us, and if one-month term SOFR is less than 3.9495%, we pay the counterparty, the difference between the fixed rate of 3.9495% and one-month term SOFR.

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.

Expired Interest Rate Swap Agreements in 2024:

On September 16, 2024, the following interest rate swap agreements, on an aggregate total notional amount of $85 million, expired on their maturity dates: (i) an interest rate swap on a total notional amount of $35 million, with a fixed interest rate of 1.4975%, that was effective since January, 2020, and; (ii) an interest rate swap on a total notional amount of $50 million, with a fixed interest rate of 1.144%, that was effective since September, 2019.

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, 2024, the fair value of our interest rate swaps was a net asset of $3.3 million which is included in deferred charges and other assets on the accompanying condensed consolidated balance sheet. During the third quarter of 2024, we received approximately $1.5 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. During the first nine months of 2024, we received approximately $4.8 million from the counterparty, adjusted for the previous quarter accrual, pursuant to the terms of the swaps. 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. 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.

v3.24.3
Segment Reporting
9 Months Ended
Sep. 30, 2024
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.

v3.24.3
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions (Tables)
9 Months Ended
Sep. 30, 2024
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, 2024, 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

 

$

6,639,000

 

 

December, 2026

 

 

5

 

(b)

Aiken Regional Medical Center/Aurora Pavilion Behavioral Health Services

 

$

4,072,000

 

 

December, 2033

 

 

35

 

(c)

Canyon Creek Behavioral Health

 

$

1,841,000

 

 

December, 2033

 

 

35

 

(c)

Clive Behavioral Health Hospital

 

$

2,775,000

 

 

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.
v3.24.3
Summarized Financial Information of Equity Affiliates (Tables)
9 Months Ended
Sep. 30, 2024
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, 2024:

 

 

 

 

 

 

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 $8.2 million, which is non-recourse to us, outstanding as of September 30, 2024.
(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.
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, 2024 and 2023:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(amounts in thousands)

(amounts in thousands)

 

Revenues

 

$

2,217

 

 

$

2,269

 

 

$

6,524

 

 

$

6,538

 

Operating expenses

 

 

951

 

 

 

967

 

 

$

2,675

 

 

 

2,684

 

Depreciation and amortization

 

 

476

 

 

 

478

 

 

$

1,422

 

 

 

1,394

 

Interest, net

 

 

142

 

 

 

199

 

 

$

443

 

 

 

638

 

Net income

 

$

648

 

 

$

625

 

 

$

1,984

 

 

$

1,822

 

Our share of net income

 

$

300

 

 

$

314

 

 

$

956

 

 

$

953

 

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, 2024 and December 31, 2023:

 

 

 

September 30,
2024

 

 

December 31,
2023

 

 

 

(amounts in thousands)

 

Net property, including construction in progress

 

$

27,391

 

 

$

28,488

 

Other assets (a.)

 

 

5,132

 

 

 

4,667

 

Total assets

 

$

32,523

 

 

$

33,155

 

 

 

 

 

 

 

 

Other liabilities (a.)

 

$

2,628

 

 

$

2,074

 

Mortgage notes payable, non-recourse to us

 

 

15,165

 

 

 

21,206

 

Equity

 

 

14,730

 

 

 

9,875

 

Total liabilities and equity

 

$

32,523

 

 

$

33,155

 

 

 

 

 

 

 

 

Investments in and advances to LLCs before amounts included in

 

 

 

 

 

 

   accrued expenses and other liabilities

 

$

14,260

 

 

$

9,102

 

   Amounts included in accrued expenses and other liabilities

 

 

(1,760

)

 

 

(1,729

)

Our share of equity in LLCs, net

 

$

12,500

 

 

$

7,373

 

(a.)
Other assets and other liabilities as of September 30, 2024 and December 31, 2023 include approximately $649,000 and $651,000, 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.
Aggregate Principal Amounts Due on Mortgage Notes Payable by Unconsolidated LLC's/LPs Accounted Under Equity Method

As of September 30, 2024, and December 31, 2023, 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

 

9/30/2024

 

 

12/31/2023

 

 

Maturity Date

Brunswick Associates (2.80% fixed rate mortgage loan)

 

$

8,244

 

 

$

8,453

 

 

December, 2030

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

 

 

6,921

 

 

 

12,753

 

 

March, 2026

 

 

$

15,165

 

 

$

21,206

 

 

 

(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. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro-rate equity contributions from the partners, as discussed above. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.
v3.24.3
Lease Accounting (Tables)
9 Months Ended
Sep. 30, 2024
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, 2024 and 2023 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,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

UHS facilities:

 

 

 

 

 

 

 

 

 

 

 

Base rents

$

6,785

 

 

$

6,620

 

 

$

20,645

 

 

$

19,400

 

Bonus rents (a.)

 

765

 

 

 

725

 

 

 

2,306

 

 

 

2,219

 

Tenant reimbursements

 

698

 

 

 

929

 

 

 

2,415

 

 

 

2,678

 

Lease revenue - UHS facilities

$

8,248

 

 

$

8,274

 

 

$

25,366

 

 

$

24,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-related parties:

 

 

 

 

 

 

 

 

 

 

 

Base rents

 

11,034

 

 

 

10,542

 

 

 

33,078

 

 

 

31,256

 

Tenant reimbursements

 

3,308

 

 

 

3,384

 

 

 

10,110

 

 

 

9,699

 

Lease revenue - Non-related parties

$

14,342

 

 

$

13,926

 

 

$

43,188

 

 

$

40,955

 

(a.) Consists of bonus rental earned in connection with McAllen Medical Center.
v3.24.3
Debt and Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2024
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,
2024

 

December 31,
2023

 

Tangible net worth

 

> $125,000

 

$

173,881

 

$

191,824

 

Total leverage

 

< =60%

 

 

44.4

%

 

44.5

%

Secured leverage

 

< 30%

 

 

2.4

%

 

4.1

%

Unencumbered leverage

 

< 60%

 

 

45.8

%

 

44.2

%

Fixed charge coverage

 

>1.50x

 

3.2x

 

3.1x

 

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, 2024 (amounts in thousands):

Facility Name

 

Outstanding
Balance
(in
thousands) (a.)

 

 

Interest
Rate

 

 

Maturity
Date

Tuscan Professional Building fixed rate mortgage loan (b.)

 

$

541

 

 

 

5.56

%

 

June, 2025

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

 

 

7,718

 

 

 

3.95

%

 

January, 2030

Rosenberg Children's Medical Plaza fixed rate mortgage loan

 

 

11,571

 

 

 

4.42

%

 

September, 2033

Total, excluding net debt premium and net financing fees

 

 

19,830

 

 

 

 

 

 

     Less net financing fees

 

 

(168

)

 

 

 

 

 

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

 

$

19,662

 

 

 

 

 

 

 

(a.)
All mortgage loans require monthly principal payments through maturity and either fully amortize or include a balloon principal payment upon maturity.
(b.)
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.
v3.24.3
General - Additional Information (Detail)
Sep. 30, 2024
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%
v3.24.3
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
Oct. 31, 2024
Subsidiary
Renewaloptions
Sep. 30, 2024
USD ($)
Time
Lease
Hospital
Sep. 30, 2023
USD ($)
ft²
Mar. 31, 2023
USD ($)
ft²
Mar. 31, 2022
USD ($)
Subsidiary
Sep. 30, 2024
USD ($)
Time
Hospital
RenewalOption
Lease
Bed
Property
Renewaloptions
Sep. 30, 2023
USD ($)
ft²
Dec. 31, 2021
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jan. 31, 2022
ft²
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%     0.70% 0.70%        
McAllen Medical Center                      
Related Party Transaction [Line Items]                      
Initial rent     $ 624,000                
Rentable square feet | ft²     79,500       79,500        
Payment to acquire business     $ 7,600,000                
Percentage of lease guaranteed     100.00%                
Aiken Regional Medical Center                      
Related Party Transaction [Line Items]                      
Monthly lease rent receivable   $ 4,100,000     $ 4,100,000 $ 4,100,000          
Canyon Creek Behavioral Health                      
Related Party Transaction [Line Items]                      
Monthly lease rent receivable   $ 1,800,000     1,800,000 $ 1,800,000          
Aiken Regional Medical Center and Canyon Creek Behavioral Health                      
Related Party Transaction [Line Items]                      
Lease expiration date               Dec. 31, 2033      
Lease renewal term   5 years       5 years          
Monthly lease rent receivable   $ 5,900,000     $ 5,900,000 $ 5,900,000          
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          
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           20          
Financing receivable   $ 82,900,000       $ 82,900,000       $ 83,300,000  
Lease revenue [1]   $ 8,248,000 $ 8,274,000     $ 25,366,000 $ 24,297,000        
Option to renew lease, notice period prior to termination date of current term           90 days          
Number of ground leases | Lease   13       13          
Aggregate lease payments for 2024   $ 571,000       $ 571,000          
Aggregate lease payments for 2025   571,000       571,000          
Aggregate lease payments for 2026   571,000       571,000          
Aggregate lease payments for 2027   571,000       571,000          
Aggregate lease payments for 2028   $ 571,000       $ 571,000          
Aggregate lease payments for thereafter                 $ 31,300,000    
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           25 years          
Universal Health Services, Inc | Maximum                      
Related Party Transaction [Line Items]                      
Remaining lease terms on ground leases           74 years          
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%          
Renewal options term at fair market value lease rates           5 years          
Renewal options at fair market value lease rates expiration year           2031          
Number of renewal options at fair market value lease rates | Renewaloptions           1          
Universal Health Services, Inc | McAllen Medical Center                      
Related Party Transaction [Line Items]                      
Lease expiration date     Aug. 31, 2035                
Term of lease     12 years       12 years        
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               $ 6,600,000      
Percentage of annual rental increase on cumulative and compound basis               2.50%      
Operating lease renewal term   5 years       5 years          
Universal Health Services, Inc | Weslaco and Mission, Texas                      
Related Party Transaction [Line Items]                      
Lease expiration date           Jan. 31, 2025          
Aggregate annual lease   $ 979,000       $ 979,000          
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]                      
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   82,900,000       82,900,000       $ 83,300,000  
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            
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 | Ground Lease and Master Flex-lease Agreement | Reno, Nevada | Sierra Medical Plaza I                      
Related Party Transaction [Line Items]                      
Cost of medical office building incurred       $ 30,000,000   30,000,000          
Rentable square feet | ft²       86,000             86,000
Cost of medical office building       $ 35,000,000   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     $ 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              
Universal Health Services, Inc | Subsequent Event                      
Related Party Transaction [Line Items]                      
Number of subsidiaries exercised renewal option | Subsidiary 2                    
Universal Health Services, Inc | Subsequent Event | Weslaco and Mission, Texas                      
Related Party Transaction [Line Items]                      
Percentage of annual rental increase on cumulative and compound basis 2.00%                    
Renewal options term at fair market value lease rates 5 years                    
Exercised renewal option term 5 years                    
Number of renewal options at fair market value lease rates | Renewaloptions 5                    
Universal Health Services, Inc | Subsequent Event | Weslaco and Mission, Texas | Minimum                      
Related Party Transaction [Line Items]                      
Lease expiration date Feb. 01, 2025                    
Universal Health Services, Inc | Subsequent Event | Weslaco and Mission, Texas | Maximum                      
Related Party Transaction [Line Items]                      
Lease expiration date Jan. 31, 2030                    
Universal Health Services, Inc | Subsequent Event | First Three Year Renewal Options | Weslaco and Mission, Texas                      
Related Party Transaction [Line Items]                      
Percentage of annual rental increase on cumulative and compound basis 2.00%                    
Universal Health Services, Inc | Subsequent Event | First Three Year Renewal Options | Weslaco and Mission, Texas | Minimum                      
Related Party Transaction [Line Items]                      
Renewal options at fair market value lease rates expiration year 2030                    
Universal Health Services, Inc | Subsequent Event | First Three Year Renewal Options | Weslaco and Mission, Texas | Maximum                      
Related Party Transaction [Line Items]                      
Renewal options at fair market value lease rates expiration year 2044                    
Universal Health Services, Inc | Subsequent Event | Last Two Year Renewal Options | Weslaco and Mission, Texas | Minimum                      
Related Party Transaction [Line Items]                      
Renewal options at fair market value lease rates expiration year 2045                    
Universal Health Services, Inc | Subsequent Event | Last Two Year Renewal Options | Weslaco and Mission, Texas | Maximum                      
Related Party Transaction [Line Items]                      
Renewal options at fair market value lease rates expiration year 2054                    
Universal Health Services of Delaware Inc                      
Related Party Transaction [Line Items]                      
Advisory fee   1,400,000 $ 1,300,000     4,100,000 $ 4,000,000        
Average invested real estate assets   $ 792,000,000 $ 761,000,000     $ 780,000,000 $ 754,000,000        
Catholic Health Initiatives Iowa                      
Related Party Transaction [Line Items]                      
Percentage of lease guaranteed           48.00%          
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $765 and $725 for the three-month periods ended September 30, 2024 and 2023, respectively, and $2,306 and $2,219 for the nine-month periods ended September 30, 2024 and 2023, respectively.
v3.24.3
Relationship with Universal Health Services, Inc. ("UHS") and Related Party Transactions - Additional Information (Detail 1) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Bonus Rents | Aiken Regional Medical Center and Canyon Creek Behavioral Health        
Related Party Transaction [Line Items]        
Lease revenue     $ 0  
Universal Health Services, Inc        
Related Party Transaction [Line Items]        
Lease revenue [1] $ 8,248,000 $ 8,274,000 25,366,000 $ 24,297,000
Universal Health Services, Inc | Bonus Rents        
Related Party Transaction [Line Items]        
Lease revenue [2] $ 765,000 $ 725,000 $ 2,306,000 $ 2,219,000
Universal Health Services, Inc | Revenues | Customer Concentration Risk        
Related Party Transaction [Line Items]        
Percentage of revenues generated from leases and tenants 24.00% 25.00% 24.00% 25.00%
Universal Health Services, Inc | Revenues | Customer Concentration Risk | Tenants        
Related Party Transaction [Line Items]        
Percentage of revenues generated from leases and tenants 40.00% 41.00% 41.00% 41.00%
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $765 and $725 for the three-month periods ended September 30, 2024 and 2023, respectively, and $2,306 and $2,219 for the nine-month periods ended September 30, 2024 and 2023, respectively.
[2] Consists of bonus rental earned in connection with McAllen Medical Center.
v3.24.3
Existing Lease Terms and Renewal Options for Each of UHS Hospital Facilities (Detail) - Universal Health Services, Inc
9 Months Ended
Sep. 30, 2024
USD ($)
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 $ 6,639,000 [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 $ 4,072,000 [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 $ 1,841,000 [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 $ 2,775,000 [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.

In October, 2024, two wholly-owned subsidiaries of UHS each exercised their 5-year renewal options on two FEDs located in Weslaco and Mission, Texas, covering the period of February 1, 2025 through January 31, 2030 (the current lease terms were scheduled to expire on January 31, 2025; with aggregate annual lease rates of approximately $979,000). Pursuant to terms of the leases, and consistent with

the terms of the leases currently in effect for each property, the lease rates are scheduled to increase 2% per year through the end of the renewed lease terms. The wholly-owned subsidiaries of UHS have five, 5-year renewal options remaining on each of these FEDs, with the first three renewal options (covering the years 2030 through 2044) providing for 2% annual increases to the lease rates, and the remaining two, 5-year renewal options (covering the years 2045 through 2054) providing for lease rates at the then fair market value. These leases are cross-defaulted with one another and the wholly-owned subsidiaries of UHS have the option to purchase the leased properties upon the expiration of each five-year extended term at the fair market value at that time.

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, 2024, the annual lease rate for this hospital, which is payable to us monthly, is $6.6 million and on each January 1st thereafter through 2026, the annual rent will increase by 2.50% on a cumulative and compounded basis (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 $7.6 million, including transaction costs. 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.

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 $30 million of which was incurred as of September 30, 2024. 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.

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 25 years to approximately 74 years. The annual aggregate lease payments on these properties are approximately $571,000 during each of the years ended 2024 through 2028, and an aggregate of $31.3 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, 2024 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 2024 with the same terms as the Advisory Agreement in place during 2023 and 2022.

Our advisory fee for the three months ended September 30, 2024 and 2023, 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 2024 as compared to 2023 and 2022. The average real estate assets for advisory fee calculation purposes exclude certain items from our condensed

v3.24.3
Existing Lease Terms and Renewal Options for Each of UHS Hospital Facilities (Parenthetical) (Detail) - Universal Health Services, Inc
9 Months Ended
Sep. 30, 2024
Renewaloptions
McAllen Medical Center  
Operating Leased Assets [Line Items]  
Number of renewal option at existing lease rates 1
Renewal option term at existing lease rates 5 years
Renewal option at existing 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 fair market value lease rates 5 years
Renewal options at fair market value 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
v3.24.3
Dividends and Equity Issuance Program - Additional Information (Detail) - USD ($)
3 Months Ended 5 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Dividends and Equity Issuance [Line Items]            
Dividends declared and paid $ 10,100,000 $ 9,900,000   $ 30,242,000 $ 29,767,000  
Declared and paid dividends, per share $ 0.73 $ 0.72   $ 2.185 $ 2.155  
Aggregate initial offering price of threshold amount           $ 100,000,000
Share issued     0      
Other Expenses            
Dividends and Equity Issuance [Line Items]            
Net cash proceeds from stock issued       $ 297,000    
v3.24.3
Acquisitions and Divestitures - Additional Information (Detail)
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
ft²
Disposition
Mar. 31, 2023
USD ($)
ft²
Sep. 30, 2024
USD ($)
Acquisition
Disposition
Sep. 30, 2023
USD ($)
ft²
Jan. 31, 2022
ft²
Business Acquisitions And Dispositions [Line Items]          
Number of acquisitions | Acquisition     0    
Number of dispositions | Disposition 0   0    
Universal Health Services, Inc          
Business Acquisitions And Dispositions [Line Items]          
Percentage of lease guaranteed     52.00%    
TEXAS | Universal Health Services, Inc          
Business Acquisitions And Dispositions [Line Items]          
Lease expiration date Aug. 31, 2035        
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 $ 35,000,000    
Cost of medical office building incurred   30,000,000 $ 30,000,000    
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   $ 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      
McAllen Doctor's Center          
Business Acquisitions And Dispositions [Line Items]          
Rentable square feet | ft² 79,500     79,500  
Initial rent $ 624,000        
Payment to acquire business $ 7,600,000        
Percentage of lease guaranteed 100.00%        
McAllen Doctor's Center | Universal Health Services, Inc          
Business Acquisitions And Dispositions [Line Items]          
Lease expiration date Aug. 31, 2035        
Term of lease 12 years     12 years  
Renewal Term (years) [1]     5 years    
McAllen Doctor's Center | TEXAS | Universal Health Services, Inc          
Business Acquisitions And Dispositions [Line Items]          
Rentable square feet | ft² 79,500     79,500  
Initial rent $ 624,000        
Payment to acquire business $ 7,500,000        
Percentage of lease 100.00%        
Term of lease 12 years     12 years  
Lease option to renew true        
Renewal Term (years) 10 years     10 years  
[1] UHS has one 5-year renewal option at existing lease rates (through 2031).
v3.24.3
Summarized Financial Information of Equity Affiliates - Additional Information (Detail)
9 Months Ended
Sep. 30, 2024
Property
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%
v3.24.3
Limited Liability Companies Accounted for Under Equity Method (Detail)
9 Months Ended
Sep. 30, 2024
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 $8.2 million, which is non-recourse to us, outstanding as of September 30, 2024.
[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.
(d.)
This LP constructed, owns and operates the Texoma Medical Plaza II, on which construction was substantially completed in December 2020. The 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 $10.2 million in equity and debt financing, of which $7.5 million, net, has been funded as of September 30, 2024. This LP entered into a third-party construction loan commitment, which is non-recourse to us, which had an outstanding balance of $6.9 million as of September 30, 2024. Monthly principal and interest payments on this loan commenced on January 1, 2023. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro rata equity contributions from the partners. The third-party partner's share of the pro rata equity contributions was partially funded with a six-month, $128,000 partner loan from us, which was repaid during July, 2024 with interest. Our share of the pro rata equity contributions, as well as the third-party partner loan, were funded utilizing borrowings from our revolving credit agreement. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.
(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, 2024 and 2023:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(amounts in thousands)

(amounts in thousands)

 

Revenues

 

$

2,217

 

 

$

2,269

 

 

$

6,524

 

 

$

6,538

 

Operating expenses

 

 

951

 

 

 

967

 

 

$

2,675

 

 

 

2,684

 

Depreciation and amortization

 

 

476

 

 

 

478

 

 

$

1,422

 

 

 

1,394

 

Interest, net

 

 

142

 

 

 

199

 

 

$

443

 

 

 

638

 

Net income

 

$

648

 

 

$

625

 

 

$

1,984

 

 

$

1,822

 

Our share of net income

 

$

300

 

 

$

314

 

 

$

956

 

 

$

953

 

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, 2024 and December 31, 2023:

 

 

 

September 30,
2024

 

 

December 31,
2023

 

 

 

(amounts in thousands)

 

Net property, including construction in progress

 

$

27,391

 

 

$

28,488

 

Other assets (a.)

 

 

5,132

 

 

 

4,667

 

Total assets

 

$

32,523

 

 

$

33,155

 

 

 

 

 

 

 

 

Other liabilities (a.)

 

$

2,628

 

 

$

2,074

 

Mortgage notes payable, non-recourse to us

 

 

15,165

 

 

 

21,206

 

Equity

 

 

14,730

 

 

 

9,875

 

Total liabilities and equity

 

$

32,523

 

 

$

33,155

 

 

 

 

 

 

 

 

Investments in and advances to LLCs before amounts included in

 

 

 

 

 

 

   accrued expenses and other liabilities

 

$

14,260

 

 

$

9,102

 

   Amounts included in accrued expenses and other liabilities

 

 

(1,760

)

 

 

(1,729

)

Our share of equity in LLCs, net

 

$

12,500

 

 

$

7,373

 

(a.)
Other assets and other liabilities as of September 30, 2024 and December 31, 2023 include approximately $649,000 and $651,000, 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.
[4] This LP constructed, owns and operates the Texoma Medical Plaza II, on which construction was substantially completed in December 2020. The 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 $10.2 million in equity and debt financing, of which $7.5 million, net, has been funded as of September 30, 2024. This LP entered into a third-party construction loan commitment, which is non-recourse to us, which had an outstanding balance of $6.9 million as of September 30, 2024. Monthly principal and interest payments on this loan commenced on January 1, 2023. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro rata equity contributions from the partners. The third-party partner's share of the pro rata equity contributions was partially funded with a six-month, $128,000 partner loan from us, which was repaid during July, 2024 with interest. Our share of the pro rata equity contributions, as well as the third-party partner loan, were funded utilizing borrowings from our revolving credit agreement. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.
[5] We are the lessee with a UHS-related party for the land related to this property.
v3.24.3
Limited Liability Companies Accounted for Under Equity Method (Parenthetical) (Detail) - USD ($)
3 Months Ended
Mar. 31, 2023
Mar. 31, 2021
Sep. 30, 2024
Mar. 31, 2024
Brunswick Associates        
Schedule Of Equity Method Investments [Line Items]        
Third-party term loan     $ 8,200,000  
FTX MOB Phase II limited partnership        
Schedule Of Equity Method Investments [Line Items]        
Repayment of loan $ 175,000 $ 4,700,000    
Member loan used to repay mortgage loan   $ 3,500,000    
Conversion of Loan to Equity Method Investment $ 3,300,000      
Grayson Properties II LP        
Schedule Of Equity Method Investments [Line Items]        
Member loan used to repay mortgage loan     128,000  
Construction loan     5,700,000 $ 5,700,000
Letters of Credit Terminated Amount     3,100,000  
Construction loan outstanding balance     6,900,000  
Grayson Properties II LP | Denison Texas        
Schedule Of Equity Method Investments [Line Items]        
Commitment to investment     7,500,000  
Grayson Properties II LP | Maximum | Denison Texas        
Schedule Of Equity Method Investments [Line Items]        
Commitment to investment     $ 10,200,000  
v3.24.3
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, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Schedule Of Equity Method Investments [Line Items]        
Revenues $ 24,494 $ 24,223 $ 74,369 $ 71,255
Net income     14,573 11,807
Our share of net income 300 314 956 953
Equity Method Investment, Nonconsolidated Investee or Group of Investees        
Schedule Of Equity Method Investments [Line Items]        
Revenues 2,217 2,269 6,524 6,538
Operating expenses 951 967 2,675 2,684
Depreciation and amortization 476 478 1,422 1,394
Interest, net 142 199 443 638
Net income 648 625 1,984 1,822
Equity Method Investment, Nonconsolidated Investee or Group of Investees        
Schedule Of Equity Method Investments [Line Items]        
Our share of net income $ 300 $ 314 $ 956 $ 953
v3.24.3
Condensed Combined Balance Sheets (Unaudited) for LLCs/LPs Accounted Under Equity Method (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Schedule Of Equity Method Investments [Line Items]            
Total Assets $ 584,330   $ 596,369      
Equity 181,639 $ 190,701 200,934 $ 210,308 $ 216,635 $ 229,101
Total Liabilities and Equity 584,330   596,369      
Investments in and advances to LLCs before amounts included in accrued expenses and other liabilities 14,260   9,102      
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Schedule Of Equity Method Investments [Line Items]            
Net property, including construction in progress 27,391   28,488      
Other assets [1] 5,132   4,667      
Total Assets 32,523   33,155      
Other liabilities [1] 2,628   2,074      
Mortgage notes payable, non-recourse to us 15,165   21,206      
Equity 14,730   9,875      
Total Liabilities and Equity 32,523   33,155      
Investments in and advances to LLCs before amounts included in accrued expenses and other liabilities 14,260   9,102      
Amounts included in accrued expenses and other liabilities (1,760)   (1,729)      
Equity Method Investment, Nonconsolidated Investee or Group of Investees            
Schedule Of Equity Method Investments [Line Items]            
Our share of equity in LLCs, net $ 12,500   $ 7,373      
[1] Other assets and other liabilities as of September 30, 2024 and December 31, 2023 include approximately $649,000 and $651,000, respectively, of right-of-use land assets and right-of-use land liabilities related to ground leases whereby the LLC/LP is the lessee, with third party lessors, including subsidiaries of UHS.
v3.24.3
Condensed Combined Balance Sheets for LLCs/LPs Accounted Under Equity Method (Parenthetical) (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule Of Equity Method Investments [Line Items]    
Right-of-use land assets $ 10,925,000 $ 10,946,000
Right-of-use land liabilities 10,925,000 10,946,000
Limited Liability Companies    
Schedule Of Equity Method Investments [Line Items]    
Right-of-use land assets 649,000 651,000
Right-of-use land liabilities $ 649,000 $ 651,000
v3.24.3
Aggregate Principal Amounts Due on Mortgage Notes Payable by Unconsolidated LLC's/LPs Accounted Under Equity Method (Detail) - Equity Method Investments - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule Of Equity Method Investments [Line Items]    
Mortgage Loan Balance [1] $ 15,165 $ 21,206
Grayson Properties II LP    
Schedule Of Equity Method Investments [Line Items]    
Mortgage Loan Balance [1],[2] $ 6,921 12,753
Maturity Date [2] 2026-03  
Brunswick Associates    
Schedule Of Equity Method Investments [Line Items]    
Mortgage Loan Balance [1] $ 8,244 $ 8,453
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. During the first quarter of 2024, $5.7 million of the third-party construction loan was repaid utilizing pro-rate equity contributions from the partners, as discussed above. As a result of the repayment of a portion of the construction loan, an associated $3.1 million letter of credit was terminated.
v3.24.3
Recent Accounting Pronouncements - Additional Information (Details)
Sep. 30, 2024
ASU 2022-06  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true
ASU 2023-07  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true
v3.24.3
Lease Accounting - Additional Information (Detail)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Lease
Land
Sep. 30, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Mar. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Leases Disclosure [Line Items]                    
Lessee in connection with ground leases for land | Land         15          
Right-of-use land assets $ 10,925,000       $ 10,925,000     $ 10,946,000    
Ground lease liabilities 10,925,000       10,925,000     10,946,000    
Specialty Hospital In Chicago, Illinois | Chicago, Illinois                    
Leases Disclosure [Line Items]                    
Lease Demolition Cost               1,500,000    
Other operating expenses demolition costs     $ 332,000 $ 1,100,000            
Aiken Regional Medical Center and Canyon Creek Behavioral Health                    
Leases Disclosure [Line Items]                    
Monthly lease rent receivable 5,900,000       5,900,000       $ 5,900,000  
Lease payments expected 1,400,000 $ 1,400,000     4,100,000 $ 4,100,000        
Aiken Regional Medical Center and Canyon Creek Behavioral Health | Forecast                    
Leases Disclosure [Line Items]                    
Lease payments expected             $ 5,400,000      
Aiken Regional Medical Center                    
Leases Disclosure [Line Items]                    
Monthly lease rent receivable 4,100,000       4,100,000       4,100,000  
Canyon Creek Behavioral Health                    
Leases Disclosure [Line Items]                    
Monthly lease rent receivable 1,800,000       1,800,000       $ 1,800,000  
Universal Health Services, Inc                    
Leases Disclosure [Line Items]                    
Financing receivable $ 82,900,000       $ 82,900,000     $ 83,300,000    
Universal Health Services, Inc | Wellington Regional Medical Center | Palm Beach, Florida                    
Leases Disclosure [Line Items]                    
Monthly lease rent receivable                   $ 6,600,000
Financing Arrangements                    
Leases Disclosure [Line Items]                    
Number of lease property | Lease         2          
v3.24.3
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, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Universal Health Services, Inc        
Leases Disclosure [Line Items]        
Lease revenue [1] $ 8,248 $ 8,274 $ 25,366 $ 24,297
Universal Health Services, Inc | Base Rents        
Leases Disclosure [Line Items]        
Lease revenue 6,785 6,620 20,645 19,400
Universal Health Services, Inc | Bonus Rents        
Leases Disclosure [Line Items]        
Lease revenue [2] 765 725 2,306 2,219
Universal Health Services, Inc | Tenant Reimbursements        
Leases Disclosure [Line Items]        
Lease revenue 698 929 2,415 2,678
Non-Related Parties        
Leases Disclosure [Line Items]        
Lease revenue 14,342 13,926 43,188 40,955
Non-Related Parties | Base Rents        
Leases Disclosure [Line Items]        
Lease revenue 11,034 10,542 33,078 31,256
Non-Related Parties | Tenant Reimbursements        
Leases Disclosure [Line Items]        
Lease revenue $ 3,308 $ 3,384 $ 10,110 $ 9,699
[1] Includes bonus rental on McAllen Medical Center, a UHS acute care hospital facility of $765 and $725 for the three-month periods ended September 30, 2024 and 2023, respectively, and $2,306 and $2,219 for the nine-month periods ended September 30, 2024 and 2023, respectively.
[2] Consists of bonus rental earned in connection with McAllen Medical Center.
v3.24.3
Debt and Financial Instruments - Additional Information (Detail)
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 16, 2024
USD ($)
Apr. 10, 2024
USD ($)
May 15, 2023
Mar. 27, 2018
Oct. 31, 2024
USD ($)
Derivative
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Derivative
Mar. 31, 2020
USD ($)
Derivative
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Option
Sep. 30, 2023
USD ($)
Jul. 02, 2021
USD ($)
Debt Instrument [Line Items]                          
Net borrowings on the line of credit                     $ 21,150,000 $ 23,400,000  
Credit facility, Interest Rate Terms                     Borrowings under the Credit Agreement will bear interest at a rate equal to, at our option, the 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 after the second amendment ranges from 1.10% to 1.35% for SOFR revolving loans and 0.10% to 0.35% for Base Rate revolving loans. The applicable margin ranges from 1.20% to 1.65% for Adjusted Term SOFR loans and 0.20% to 0.65% for Base Rate term loans.    
Outstanding borrowings under revolving credit agreement           $ 347,750,000 $ 326,600,000   $ 347,750,000   $ 347,750,000    
Letters Of Credit Outstanding Amount           425,000,000 3,100,000   425,000,000   425,000,000    
Available borrowing capacity           77,200,000 $ 45,300,000   77,200,000   77,200,000    
Compensating Balance Amount           0     0   0    
Interest Rate Swap                          
Debt Instrument [Line Items]                          
Derivative interest rate cap, payment received or accrued from counterparties                 1,500,000 $ 1,600,000 4,800,000 4,300,000  
Interest Rate Swap | Cash Flow Hedge                          
Debt Instrument [Line Items]                          
Notional amount $ 85,000,000                        
Expiration date of interest rate Sep. 16, 2024                        
Interest Rate Swap Agreement One | Cash Flow Hedge                          
Debt Instrument [Line Items]                          
Number of interest rate cap agreements | Derivative             1            
Derivative instruments, fixed rate             3.9495%            
Notional amount $ 35,000,000           $ 25,000,000            
Expiration date of interest rate             Dec. 01, 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               0.565%          
Notional amount               $ 55,000,000          
Expiration date of interest rate               Mar. 25, 2027          
Level 2                          
Debt Instrument [Line Items]                          
Mortgage debt           19,800,000 $ 33,100,000   19,800,000   19,800,000    
Mortgage loan fair value           18,400,000 $ 31,200,000   18,400,000   18,400,000    
Level 2 | Interest Rate Swap                          
Debt Instrument [Line Items]                          
Liability derivatives, fair value           3,300,000     3,300,000   $ 3,300,000    
Summerlin Hospital Medical Office Building III Fixed Rate Mortgage Loan                          
Debt Instrument [Line Items]                          
Repayment of mortgage loan   $ 12,200,000                      
Subsequent Event | Interest Rate Swap | Cash Flow Hedge                          
Debt Instrument [Line Items]                          
Number of interest rate cap agreements | Derivative         1                
Derivative instruments, fixed rate         3.2725%                
Notional amount         $ 85,000,000                
Expiration date of interest rate         Sep. 30, 2028                
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate     0.10%                    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Agreement One | Cash Flow Hedge                          
Debt Instrument [Line Items]                          
Derivative instruments, fixed rate 1.4975%           3.9495%            
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Agreement Two | Cash Flow Hedge                          
Debt Instrument [Line Items]                          
Derivative instruments, fixed rate 1.144%             0.505%          
Notional amount $ 50,000,000                        
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | Interest Rate Swap | Cash Flow Hedge                          
Debt Instrument [Line Items]                          
Derivative instruments, fixed rate         3.2725%                
Non-Amortizing Term Loan ("Term Loan") | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate                     1.35%    
Credit Agreement                          
Debt Instrument [Line Items]                          
Aggregate borrowings under Credit Agreement                 17,200,000 23,200,000 $ 64,200,000 57,700,000  
Aggregate repayments                 12,400,000 $ 13,100,000 43,000,000 $ 34,300,000  
Revolving A Facility                          
Debt Instrument [Line Items]                          
Facility fee of revolving loan           300,000     300,000   $ 300,000    
Revolving A Facility | Minimum                          
Debt Instrument [Line Items]                          
Facility fee payable on commitment       0.15%                  
Revolving A Facility | Minimum | Base Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       0.20%                  
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) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       1.20%                  
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 | Base Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       0.60%                  
Revolving A Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       1.65%                  
Revolving B Facility | Base Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate                     0.20%    
Margin points added to the base rate                     0.35%    
Revolving B Facility | Federal Funds Effective Rate                          
Debt Instrument [Line Items]                          
Facility fee payable on commitment                     0.20%    
Revolving B Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate                     1.20%    
Second Amendment and Restated Revloving Credit Agreement                          
Debt Instrument [Line Items]                          
Outstanding borrowing           $ 425,000,000     425,000,000   $ 425,000,000   $ 375,000,000
Net borrowings on the line of credit                     $ 50,000,000    
Unsecured revolving amended credit agreement terminated date       Jul. 31, 2025   Sep. 30, 2028              
Number of additional six month extension options | Option                     2    
Second Amendment and Restated Revloving Credit Agreement | Minimum | Base Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       0.10%                  
Second Amendment and Restated Revloving Credit Agreement | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       1.10%                  
Second Amendment and Restated Revloving Credit Agreement | Maximum | Base Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       0.35%                  
Second Amendment and Restated Revloving Credit Agreement | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                          
Debt Instrument [Line Items]                          
Margin points added to the reference rate       1.35%                  
Second Amendment and Restated Revloving Credit Agreement | Swingline/Short-Term Loans                          
Debt Instrument [Line Items]                          
Outstanding borrowing           $ 30,000,000     30,000,000   $ 30,000,000    
Second Amendment and Restated Revloving Credit Agreement | Non-Amortizing Term Loan ("Term Loan")                          
Debt Instrument [Line Items]                          
Outstanding borrowing           125,000,000     125,000,000   125,000,000    
Second Amendment and Restated Revloving Credit Agreement | Revolving Loan Commitment                          
Debt Instrument [Line Items]                          
Outstanding borrowing           300,000,000     300,000,000   300,000,000    
Second Amendment and Restated Revloving Credit Agreement | Letters of Credit                          
Debt Instrument [Line Items]                          
Outstanding borrowing           $ 40,000,000     $ 40,000,000   $ 40,000,000    
v3.24.3
Summary of Required Compliance Ratios in Connection with Terms of Credit Agreement (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Covenant, Tangible net worth $ 125,000  
Tangible net worth $ 173,881 $ 191,824
Total leverage 44.40% 44.50%
Secured leverage 2.40% 4.10%
Unencumbered leverage 45.80% 44.20%
Fixed charge coverage 3.20% 3.10%
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%  
v3.24.3
Summary of Outstanding Mortgages, Excluding Net Debt Premium (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total mortgages notes payable, non-recourse to us, net $ 19,662 $ 32,863
Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1] 19,830  
Less net financing fees [1] (168)  
Total mortgages notes payable, non-recourse to us, net [1] 19,662  
Tuscan Professional Building Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1],[2] $ 541  
Interest Rate [2] 5.56%  
Maturity Date [2] 2025-06  
Phoenix Children East Valley Care Center Fixed Rate Mortgage Loan | Nonrecourse    
Debt Instrument [Line Items]    
Outstanding Balance [1] $ 7,718  
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] $ 11,571  
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] 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.
v3.24.3
Segment Reporting - Additional Information (Detail)
9 Months Ended
Sep. 30, 2024
Segment
Segment Reporting [Abstract]  
Number of reportable segments 1

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