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Joint Venture
9 Months Ended
Sep. 30, 2012
JOINT VENTURE [Abstract]  
Equity Method Investments and Joint Ventures Disclosure [Text Block]
JOINT VENTURE - BICKFORD SENIOR LIVING

On September 30, 2012, we acquired two assisted living/memory care facilities in Kansas totaling 170 units from our current tenant Bickford in a joint venture transaction. Together with eight assisted living/memory care facilities that we contributed to the joint venture, the real estate properties are held in our consolidated subsidiary ("PropCo"), of which we retain an 85% ownership interest. The previous master lease with Bickford was renegotiated so that effective October 1, 2012, the ten facilities are now leased to an unconsolidated operating company ("OpCo") of which we also acquired an 85% ownership interest. For accounting purposes, we treated the arrangement as both an asset purchase of two properties in PropCo and the acquisition of an 85% ownership interest in the residual profits and losses of OpCo which is controlled by Bickford. The master lease between PropCo and OpCo is for an initial term of five years plus renewal options, and has a 3% annual lease escalator. NHI is guaranteed a distribution of $6,008,000 in the first year, plus an annual 3% escalator. We structured our joint venture with Bickford to be compliant with the provisions of the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA") which permits NHI to receive rent payments through a triple-net lease between PropCo, the property company, and the OpCo, and to be designed to give NHI the opportunity to capture additional value on the improving performance of the operating company through distributions to a Taxable REIT Subsidiary ("TRS"). Accordingly, the TRS holds our 85% equity interest in OpCo in order to provide an organizational structure that will allow the TRS to engage in a broad range of activities and share in revenues that would otherwise be non-qualifying income under the REIT gross income tests.

Consideration totaling $52,667,000 given by NHI to Bickford in the transaction included $22,453,000 in cash, assumption of secured debt by the joint venture of $19,250,000 and a 15% equity interest in PropCo with a fair value on the acquisition date of approximately $10,964,000. Fair value was estimated using current market capitalization rates on net operating income. For accounting purposes, the cash consideration given includes the settlement of a previous purchase liability with $2,922,000 in cash which resulted in a gain of $78,000, which is reported as a component of investment income and other in our Condensed Consolidated Statements of Comprehensive Income. Fair value received by NHI in the transaction included $41,436,000 of real estate properties consisting of $4,100,000 in land and $37,336,000 in buildings, equipment and other improvements; $2,922,000 of purchase liability debt canceled; and an investment in OpCo of $8,309,000 included in deferred costs and other assets in the Condensed Consolidated Balance Sheets.

The total purchase price for the OpCo and PropCo properties acquired, as discussed above, was allocated to the tangible assets, equity interest in OpCo and liabilities based upon their relative fair values in accordance with the company's accounting policies. Such allocations have not been finalized as we await final asset valuations and, as such, the allocation of the purchase consideration included in the accompanying Condensed Consolidated Balance Sheet at inception is preliminary and subject to adjustment. The noncontrolling interest relating to PropCo is also reflected at estimated fair value.

In conjunction with the joint venture, Bickford granted us the exclusive right to their future acquisitions, development projects and refinancing transactions. We have plans to fund eight development projects over three years. At September 30, 2012, we had purchased land and begun construction on two assisted living facilities having a maximum cost of $18,000,000. Our costs incurred to date were $1,971,000.

PropCo and OpCo were established to grant NHI an 85% equity interest in each entity and, to Bickford, the remaining 15% share. At PropCo, all operations encompassing ordinary-course-of-business activities will be under NHI's management. OpCo’s activities will be managed through an "eligible independent contractor" affiliated with, appointed under, and subject to the oversight of Bickford. This organizational structure meets the requirements of Internal Revenue Code regulations for TRS entities. Certain major business decisions at PropCo and OpCo are to be board-managed with NHI and Bickford each holding 50% voting rights. At PropCo, major business decisions subject to board-management are restricted to areas involving Bickford’s protective interests, therefore leaving control with NHI. Business decisions at OpCo are also restricted in nature, though more broadly delineated to allow "substantive participating rights" by NHI. As a result of Bickford’s retention of operations oversight, control over all ordinary-course-of-business matters, and 50% voting rights in major decisions, our participative influence at OpCo does not amount to control of the entity.

Because of our control of ordinary-course-of-business activities in PropCo, we include its assets, liabilities, noncontrolling interest and operations in our condensed consolidated financial statements in accordance with FASB ASC Topic 810, Consolidation and ASC Topic 970, Real Estate – General.

Because of the disproportionate voting rights of the OpCo members, OpCo meets the accounting criteria to be considered a variable interest entity based on the accounting guidance for variable interest entities in ASC Topic 810, Consolidation. However, we are not the primary beneficiary of OpCo as our substantive participation rights do not give us the power to direct the activities that most significantly impact OpCo’s economic performance. As a result, we report our investment in OpCo, over whose operating and financial policies we have the ability to exercise significant influence, but not control, under the equity method of accounting under ASC Topic 970, Real Estate - General, Subtopic 323-30 Equity Method and Joint Ventures.