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United States securities and exchange commission logo
April 21, 2023
Charles F. Boyle
Chief Financial Officer
Universal Health Realty Income Trust
367 South Gulph Road
P.O. Box 61558
King of Prussia, PA 19406
Re: Universal Health
Realty Income Trust
Form 10-K for the
fiscal year ended December 31, 2022
Filed February 27,
2023
File No. 001-09321
Dear Charles F. Boyle:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2022
2. Relationship with UHS and Related Party Transactions, page 67
1. We note your disclosure
that on December 31, 2021 you entered into an asset purchase
and sale agreement
whereby UHS purchased the real estate assets of Inland Valley
Campus of Southwest
Healthcare System for its fair market value of $79.6
million. Concurrently,
UHS transferred the real estate assets for Aiken and Canyon Creek
with a combined fair
market value of $83.7 million. Given the difference in fair market
values, the Company
paid UHS $4.1 million in cash and a gain of approximately $68.4
million was recognized
as a result of these transactions. We further note your disclosure
on page 64 that in
connection with this transaction, Aiken and Canyon Creek (as lessees),
entered into a master
lease and individual property leases with the Company as lessor. and
that 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 and accounted with UHS
as a financing
arrangement. In order to better understand the Company's accounting
Charles F. Boyle
Universal Health Realty Income Trust
April 21, 2023
Page 2
treatment with these transactions, please further explain to us the
following:
Whether the Company is treating the sale of Inland Valley and
the failed sale lease
back of the Aiken and Canyon Creek properties as two separate
transactions or as
part of the same transaction; and
How the Company determined it was appropriate to recognize a
gain in the
transaction and how it was calculated.
In providing your response please tell us how the Company applied the
guidance in ASC
842-40 in arriving at its conclusion. Please also tell us whether the
Company considered
other guidance in its evaluation including but not limited to ASC
845-10 and ASC 610-20
for part or all of the transactions.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Ameen Hamady at 202-551-3891 or in his absence, Isaac
Esquivel at
202-551-3395 if you have any questions.
FirstName LastNameCharles F. Boyle Sincerely,
Comapany NameUniversal Health Realty Income Trust
Division of
Corporation Finance
April 21, 2023 Page 2 Office of Real
Estate & Construction
FirstName LastName