HCP, INC. | 2013 | FY | 3


(8)   Investments in and Advances to Unconsolidated Joint Ventures

        On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio.

        The HCP Ventures II consideration was as follows (in thousands):

 
  January 14, 2011  

Cash paid for HCP Ventures II's partnership interest

  $ 135,550  

Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)

    72,992  
       

Total consideration

  $ 208,542  
       
       

Estimated fees and costs

       

Legal, accounting, and other fees and costs(2)

  $ 150  

Debt assumption fees(3)

    500  
       

Total

  $ 650  
       
       

(1)
At closing, the Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value as of the acquisition date.

(2)
Represents estimated fees and costs that were expensed and included in general and administrative expenses.

(3)
Represents debt assumption fees that were capitalized as deferred debt costs.

        In accordance with the accounting guidance applicable to acquisitions of the partner's ownership interests that result in consolidation of previously unconsolidated entities, the Company recorded all of the assets and liabilities of HCP Ventures II at their fair value as of the January 14, 2011 acquisition date. In estimating the fair values, relevant market data and valuation techniques were utilized and included, but were not limited to, market data comparables for capitalization and discount rates, credit spreads and property specific cash flows assumptions. The capitalization and discount rates as well as credit spread assumptions utilized in the Company's valuation model were based on information that it believes to be within a reasonable range of current market data.

        The following table summarizes the fair values of the HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
   
 

Buildings and improvements

  $ 683,633  

Land

    79,580  

Cash

    2,585  

Restricted cash

    1,861  

Intangible assets

    78,293  
       

Total assets acquired

  $ 845,952  
       
       

Liabilities assumed

   
 
 

Mortgage debt

  $ 635,182  

Other liabilities

    2,228  
       

Total liabilities assumed

    637,410  
       

Net assets acquired

  $ 208,542  
       
       

        The related assets, liabilities and results of operations of HCP Ventures II are included in the consolidated financial statements from the date of acquisition, January 14, 2011.

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2013 (dollars in thousands):

Entity(1)
  Segment   Investment(2)   Ownership%  

HCR ManorCare

  post-acute/skilled nursing operations   $ 84,099     9.5  

HCP Ventures III, LLC

  medical office     7,147     30  

HCP Ventures IV, LLC

  medical office and hospital     29,715     20  

HCP Life Science(3)

  life science     68,843     50-63  

Suburban Properties, LLC

  medical office     6,403     67  

Advances to unconsolidated joint ventures, net

        369        
                 

 

      $ 196,576        
                 
                 

Edgewood Assisted Living Center, LLC

  senior housing   $ (386 )   45  

Seminole Shores Living Center, LLC

  senior housing     (625 )   50  
                 

 

      $ (1,011 )      
                 
                 

(1)
These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting policies related to principles of consolidation.

(2)
Represents the carrying value of the Company's investment in the unconsolidated joint venture. See Note 2 regarding the Company's accounting policy for joint venture interests. At December 31, 2013, includes a senior housing partnership for which the Company has a 72% ownership with an investment balance of zero.

(3)
Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships (and the Company's ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

        Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

 
  December 31,  
 
  2013   2012  

Real estate, net

  $ 3,662,450   $ 3,731,740  

Goodwill and other assets, net

    5,384,553     5,734,318  
           

Total assets

  $ 9,047,003   $ 9,466,058  
           
           

Capital lease obligations and mortgage debt

  $ 6,768,815   $ 6,875,932  

Accounts payable

    1,045,260     971,095  

Other partners' capital

    1,098,228     1,435,885  

HCP's capital(1)

    134,700     183,146  
           

Total liabilities and partners' capital

  $ 9,047,003   $ 9,466,058  
           
           

(1)
The combined basis difference of the Company's investments in these joint ventures of $60 million, as of December 31, 2013, is primarily attributable to real estate, capital lease obligations, deferred tax assets, goodwill and lease-related net intangibles.

 
  Year Ended December 31,  
 
  2013   2012   2011(1)(2)  

Total revenues

  $ 4,269,156   $ 4,260,319   $ 4,388,376  

Net loss(3)

    (362,379 )   (15,865 )   (827,306 )

HCP's share in earnings(3)(4)

    64,433     54,455     46,750  

Fees earned by HCP

    1,847     1,895     2,073  

Distributions received by HCP

    18,091     6,299     5,681  

(1)
Includes the financial information of HCP Ventures II, up to the date in which it was consolidated on January 14, 2011.

(2)
Beginning April 7, 2011, includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.9% equity interest at closing.

(3)
The combined net loss for the year ended December 31, 2011 includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services effective October 1, 2011. The combined net loss for the year ended December 31, 2013 includes tax expense of $400 million related to recording of a valuation allowance which was necessary to reduce the carrying value of HCR ManorCare's deferred tax assets to an amount that is more likely than not to be realized as determined by HCR ManorCare's management. HCR ManorCare's goodwill, intangible assets and deferred tax assets were not previously considered in the Company's initial investments in the operations of HCR ManorCare; therefore, the related impairments and valuation allowance against the carrying value of the deferred tax assets did not impact the Company's recorded investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 and tax expense related to the valuation allowance during the year ended December 31, 2013 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)
The Company's joint venture interest in HCR ManorCare is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCR ManorCare. As required to eliminate intercompany profit, the Company recharacterized $62.1 million, $59.4 million and $42.2 million of DFL income to the Company's share of earnings from HCR ManorCare (equity income) for the years ended December 31, 2013, 2012 and 2011, respectively.

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