SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | 6 Months Ended |
Jun. 30, 2014 |
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION [Abstract] | ' |
Summarized Condensed Consolidating Information | ' |
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION |
In connection with the offerings of the Senior Notes by the Issuers and the Issuers’ previous offerings of the 2018 Notes (which were no longer outstanding as of June 30, 2014), the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Senior Notes, subject to release under certain customary circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries. |
A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the Senior Notes in the event of: |
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• | Any sale of the subsidiary Guarantor or of all or substantially all of its assets; | | | | | | | | | | | | | | | | | | | | | | | | |
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• | A merger or consolidation of a subsidiary Guarantor with an issuer of the Senior Notes or another Guarantor, provided that the surviving entity remains a Guarantor; | | | | | | | | | | | | | | | | | | | | | | | | |
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• | A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the Senior Notes Indentures; | | | | | | | | | | | | | | | | | | | | | | | | |
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• | The requirements for legal defeasance or covenant defeasance or to discharge the Senior Notes Indentures have been satisfied; | | | | | | | | | | | | | | | | | | | | | | | | |
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• | A liquidation or dissolution, to the extent permitted under the Senior Notes Indentures, of a subsidiary Guarantor; and | | | | | | | | | | | | | | | | | | | | | | | | |
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• | The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty. | | | | | | | | | | | | | | | | | | | | | | | | |
Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Issuers, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the Senior Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Issuers, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Issuers, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra's proportionate share of each subsidiary's net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows. |
Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Issuers, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows: |
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CONDENSED CONSOLIDATING BALANCE SHEET |
June 30, 2014 |
(dollars in thousands, except per share amounts) |
(unaudited) |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | | |
Company | Guarantor | Guarantor | | |
| Subsidiaries | Subsidiaries | | |
Assets | | | | | | | | | | | | | |
Real estate investments, net of accumulated depreciation | $ | 75 | | | $ | — | | | $ | 844,136 | | | $ | 192,101 | | | $ | — | | | $ | 1,036,312 | | | |
| |
Loans receivable and other investments, net | — | | | — | | | 225,787 | | | — | | | — | | | 225,787 | | | |
| |
Cash and cash equivalents | 12,209 | | | — | | | — | | | 2,876 | | | — | | | 15,085 | | | |
| |
Restricted cash | — | | | — | | | 160 | | | 5,965 | | | — | | | 6,125 | | | |
| |
Deferred tax assets | 24,212 | | | — | | | — | | | — | | | — | | | 24,212 | | | |
| |
Prepaid expenses, deferred financing costs and other assets | 985 | | | 13,466 | | | 45,875 | | | 8,664 | | | — | | | 68,990 | | | |
| |
Intercompany | 243,557 | | | 369,569 | | | — | | | — | | | (613,126 | ) | | — | | | |
| |
Investment in subsidiaries | 403,710 | | | 580,020 | | | 9,326 | | | — | | | (993,056 | ) | | — | | | |
| |
Total assets | $ | 684,748 | | | $ | 963,055 | | | $ | 1,125,284 | | | $ | 209,606 | | | $ | (1,606,182 | ) | | $ | 1,376,511 | | | |
| |
Liabilities | | | | | | | | | | | | | |
Mortgage notes | $ | — | | | $ | — | | | $ | — | | | $ | 125,400 | | | $ | — | | | $ | 125,400 | | | |
| |
Secured revolving credit facility | — | | | — | | | — | | | — | | | — | | | — | | | |
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Senior unsecured notes | — | | | 550,000 | | | — | | | — | | | — | | | 550,000 | | | |
| |
Accounts payable and accrued liabilities | 4,698 | | | 9,345 | | | 5,691 | | | 1,350 | | | — | | | 21,084 | | | |
| |
Tax liability | 24,212 | | | — | | | — | | | — | | | — | | | 24,212 | | | |
| |
Intercompany | — | | | — | | | 598,992 | | | 14,134 | | | (613,126 | ) | | — | | | |
| |
Total liabilities | 28,910 | | | 559,345 | | | 604,683 | | | 140,884 | | | (613,126 | ) | | 720,696 | | | |
| |
Equity | | | | | | | | | | | | | |
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of June 30, 2014 | 58 | | | — | | | — | | | — | | | — | | | 58 | | | |
| |
Common stock, $.01 par value; 125,000,000 shares authorized, 47,263,151 shares issued and outstanding as of June 30, 2014 | 473 | | | — | | | — | | | — | | | — | | | 473 | | | |
| |
Additional paid-in capital | 760,258 | | | 280,220 | | | 309,266 | | | 33,509 | | | (622,995 | ) | | 760,258 | | | |
| |
Cumulative distributions in excess of net income | (104,951 | ) | | 123,490 | | | 211,335 | | | 35,236 | | | (370,061 | ) | | (104,951 | ) | | |
| |
Total Sabra Health Care REIT, Inc. stockholders' equity | 655,838 | | | 403,710 | | | 520,601 | | | 68,745 | | | (993,056 | ) | | 655,838 | | | |
| |
Noncontrolling interests | — | | | — | | | — | | | (23 | ) | | — | | | (23 | ) | | |
| |
Total equity | 655,838 | | | 403,710 | | | 520,601 | | | 68,722 | | | (993,056 | ) | | 655,815 | | | |
| |
Total liabilities and equity | $ | 684,748 | | | $ | 963,055 | | | $ | 1,125,284 | | | $ | 209,606 | | | $ | (1,606,182 | ) | | $ | 1,376,511 | | | |
| |
|
CONDENSED CONSOLIDATING BALANCE SHEET |
December 31, 2013 |
(dollars in thousands, except per share amounts) |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | | |
Company | Guarantor | Guarantor | | |
| Subsidiaries | Subsidiaries | | |
Assets | | | | | | | | | | | | | |
Real estate investments, net of accumulated depreciation | $ | 101 | | | $ | — | | | $ | 751,771 | | | $ | 163,546 | | | $ | — | | | $ | 915,418 | | | |
| |
Loans receivable and other investments, net | — | | | — | | | 185,293 | | | — | | | — | | | 185,293 | | | |
| |
Cash and cash equivalents | 3,551 | | | — | | | — | | | 757 | | | — | | | 4,308 | | | |
| |
Restricted cash | — | | | — | | | 121 | | | 5,231 | | | — | | | 5,352 | | | |
| |
Deferred tax assets | 24,212 | | | — | | | — | | | — | | | — | | | 24,212 | | | |
| |
Prepaid expenses, deferred financing costs and other assets | 1,217 | | | 9,207 | | | 46,694 | | | 6,134 | | | — | | | 63,252 | | | |
| |
Intercompany | 63,125 | | | 270,194 | | | — | | | 42,637 | | | (375,956 | ) | | — | | | |
| |
Investment in subsidiaries | 398,640 | | | 537,505 | | | 25,205 | | | — | | | (961,350 | ) | | — | | | |
| |
Total assets | $ | 490,846 | | | $ | 816,906 | | | $ | 1,009,084 | | | $ | 218,305 | | | $ | (1,337,306 | ) | | $ | 1,197,835 | | | |
| |
Liabilities | | | | | | | | | | | | | |
Mortgage notes | $ | — | | | $ | — | | | $ | — | | | $ | 141,328 | | | $ | — | | | $ | 141,328 | | | |
| |
Secured revolving credit facility | — | | | — | | | 135,500 | | | — | | | — | | | 135,500 | | | |
| |
Senior unsecured notes | — | | | 414,402 | | | — | | | — | | | — | | | 414,402 | | | |
| |
Accounts payable and accrued liabilities | 6,470 | | | 3,864 | | | 11,008 | | | 887 | | | — | | | 22,229 | | | |
| |
Tax liability | 24,212 | | | — | | | — | | | — | | | — | | | 24,212 | | | |
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Intercompany | — | | | — | | | 375,956 | | | — | | | (375,956 | ) | | — | | | |
| |
Total liabilities | 30,682 | | | 418,266 | | | 522,464 | | | 142,215 | | | (375,956 | ) | | 737,671 | | | |
| |
Equity | | | | | | | | | | | | | |
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of December 31, 2013 | 58 | | | — | | | — | | | — | | | — | | | 58 | | | |
| |
Common stock, $.01 par value; 125,000,000 shares authorized, 38,788,745 shares issued and outstanding as of December 31, 2013 | 388 | | | — | | | — | | | — | | | — | | | 388 | | | |
| |
Additional paid-in capital | 534,639 | | | 291,226 | | | 323,574 | | | 48,507 | | | (663,307 | ) | | 534,639 | | | |
| |
Cumulative distributions in excess of net income | (74,921 | ) | | 107,414 | | | 163,046 | | | 27,583 | | | (298,043 | ) | | (74,921 | ) | | |
| |
Total Sabra Health Care REIT, Inc. stockholders' equity | 460,164 | | | 398,640 | | | 486,620 | | | 76,090 | | | (961,350 | ) | | 460,164 | | | |
| |
Total liabilities and equity | $ | 490,846 | | | $ | 816,906 | | | $ | 1,009,084 | | | $ | 218,305 | | | $ | (1,337,306 | ) | | $ | 1,197,835 | | | |
| |
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CONDENSED CONSOLIDATING STATEMENT OF INCOME |
For the Three Months Ended June 30, 2014 |
(dollars in thousands, except per share amounts) |
(unaudited) |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent Company | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | | |
Guarantor | Guarantor | | |
Subsidiaries | Subsidiaries | | |
Revenues: | | | | | | | | | | | | | |
Rental income | $ | — | | | $ | — | | | $ | 29,795 | | | $ | 7,690 | | | $ | — | | | $ | 37,485 | | | |
| |
Interest and other income | 3 | | | — | | | 4,806 | | | 679 | | | — | | | 5,488 | | | |
| |
Total revenues | 3 | | | — | | | 34,601 | | | 8,369 | | | — | | | 42,973 | | | |
| |
Expenses: | | | | | | | | | | | | | |
Depreciation and amortization | 13 | | | — | | | 7,725 | | | 2,017 | | | — | | | 9,755 | | | |
| |
Interest | — | | | 7,964 | | | 1,613 | | | 1,417 | | | — | | | 10,994 | | | |
| |
General and administrative | 3,869 | | | 1 | | | 3,483 | | | 573 | | | — | | | 7,926 | | | |
| |
Total expenses | 3,882 | | | 7,965 | | | 12,821 | | | 4,007 | | | — | | | 28,675 | | | |
| |
| | | | | | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | |
Loss on extinguishment of debt | — | | | (70 | ) | | — | | | (92 | ) | | — | | | (162 | ) | | |
| |
Other income (expense) | — | | | — | | | 660 | | | — | | | — | | | 660 | | | |
| |
| | | | | | | | | | | | | |
Total other (expense) income | — | | | (70 | ) | | 660 | | | (92 | ) | | — | | | 498 | | | |
| |
| | | | | | | | | | | | | |
Income in subsidiary | 18,680 | | | 26,715 | | | 1,078 | | | — | | | (46,473 | ) | | — | | | |
| |
| | | | | | | | | | | | | |
Net income | 14,801 | | | 18,680 | | | 23,518 | | | 4,270 | | | (46,473 | ) | | 14,796 | | | |
| |
| | | | | | | | | | | | | |
Net loss attributable to noncontrolling interests | — | | | — | | | — | | | 5 | | | — | | | 5 | | | |
| |
| | | | | | | | | | | | | |
Net income attributable to Sabra Health Care REIT, Inc. | 14,801 | | | 18,680 | | | 23,518 | | | 4,275 | | | (46,473 | ) | | 14,801 | | | |
| |
| | | | | | | | | | | | | |
Preferred stock dividends | (2,560 | ) | | — | | | — | | | — | | | — | | | (2,560 | ) | | |
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| | | | | | | | | | | | | |
Net income attributable to common stockholders | $ | 12,241 | | | $ | 18,680 | | | $ | 23,518 | | | $ | 4,275 | | | $ | (46,473 | ) | | $ | 12,241 | | | |
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| | | | | | | | | | | | | |
Net income attributable to common stockholders, per: | | | | | | | | | | | | | |
Basic common share | | | | | | | | | | | $ | 0.28 | | | |
| |
Diluted common share | | | | | | | | | | | $ | 0.28 | | | |
| |
Weighted-average number of common shares outstanding, basic | | | | | | | | | | | 43,655,292 | | | |
| |
Weighted-average number of common shares outstanding, diluted | | | | | | | | | | | 44,096,297 | | | |
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CONDENSED CONSOLIDATING STATEMENT OF (LOSS) INCOME |
For the Three Months Ended June 30, 2013 |
(dollars in thousands, except per share amounts) |
(unaudited) |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent Company | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | | |
Guarantor | Guarantor | | |
Subsidiaries | Subsidiaries | | |
Revenues: | | | | | | | | | | | | | |
Rental income | $ | — | | | $ | — | | | $ | 24,219 | | | $ | 7,299 | | | $ | — | | | $ | 31,518 | | | |
| |
Interest and other income | 16 | | | — | | | 741 | | | — | | | — | | | 757 | | | |
| |
Total revenues | 16 | | | — | | | 24,960 | | | 7,299 | | | — | | | 32,275 | | | |
| |
Expenses: | | | | | | | | | | | | | |
Depreciation and amortization | 13 | | | — | | | 6,302 | | | 1,907 | | | — | | | 8,222 | | | |
| |
Interest | — | | | 7,722 | | | 639 | | | 1,782 | | | — | | | 10,143 | | | |
| |
General and administrative | 3,091 | | | 2 | | | 299 | | | 30 | | | — | | | 3,422 | | | |
| |
Total expenses | 3,104 | | | 7,724 | | | 7,240 | | | 3,719 | | | — | | | 21,787 | | | |
| |
| | | | | | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | |
Loss on extinguishment of debt | — | | | (9,750 | ) | | — | | | — | | | — | | | (9,750 | ) | | |
| |
Other income (expense) | — | | | — | | | (1,400 | ) | | — | | | — | | | (1,400 | ) | | |
| |
| | | | | | | | | | | | | |
Total other (expense) income | — | | | (9,750 | ) | | (1,400 | ) | | — | | | — | | | (11,150 | ) | | |
| |
| | | | | | | | | | | | | |
Income in subsidiary | 2,426 | | | 19,900 | | | 930 | | | — | | | (23,256 | ) | | — | | | |
| |
| | | | | | | | | | | | | |
Net (loss) income | (662 | ) | | 2,426 | | | 17,250 | | | 3,580 | | | (23,256 | ) | | (662 | ) | | |
| |
| | | | | | | | | | | | | |
Preferred dividends | (2,523 | ) | | — | | | — | | | — | | | — | | | (2,523 | ) | | |
| |
| | | | | | | | | | | | | |
Net (loss) income attributable to common stockholders | $ | (3,185 | ) | | $ | 2,426 | | | $ | 17,250 | | | $ | 3,580 | | | $ | (23,256 | ) | | $ | (3,185 | ) | | |
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| | | | | | | | | | | | | |
Net loss attributable to common stockholders, per: | | | | | | | | | | | | | |
Basic common share | | | | | | | | | | | $ | (0.09 | ) | | |
Diluted common share | | | | | | | | | | | $ | (0.09 | ) | | |
Weighted-average number of common shares outstanding, basic | | | | | | | | | | | 37,357,112 | | | |
| |
Weighted-average number of common shares outstanding, diluted | | | | | | | | | | | 37,357,112 | | | |
| |
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CONDENSED CONSOLIDATING STATEMENT OF INCOME |
For the Six Months Ended June 30, 2014 |
(dollars in thousands, except per share amounts) |
(unaudited) |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent Company | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated |
Guarantor | Guarantor |
Subsidiaries | Subsidiaries |
Revenues: | | | | | | | | | | | |
Rental income | $ | — | | | $ | — | | | $ | 58,572 | | | $ | 15,006 | | | $ | — | | | $ | 73,578 | |
|
Interest and other income | 7 | | | — | | | 8,898 | | | 1,340 | | | — | | | 10,245 | |
|
Total revenues | 7 | | | — | | | 67,470 | | | 16,346 | | | — | | | 83,823 | |
|
Expenses: | | | | | | | | | | | |
Depreciation and amortization | 25 | | | — | | | 15,146 | | | 3,934 | | | — | | | 19,105 | |
|
Interest | — | | | 15,754 | | | 3,488 | | | 2,886 | | | — | | | 22,128 | |
|
General and administrative | 8,559 | | | 2 | | | 3,928 | | | 1,290 | | | — | | | 13,779 | |
|
Total expenses | 8,584 | | | 15,756 | | | 22,562 | | | 8,110 | | | — | | | 55,012 | |
|
| | | | | | | | | | | |
Other (expense) income: | | | | | | | | | | | |
Loss on extinguishment of debt | — | | | (21,689 | ) | | — | | | (607 | ) | | — | | | (22,296 | ) |
|
Other income (expense) | — | | | — | | | 960 | | | — | | | — | | | 960 | |
|
| | | | | | | | | | | |
Total other (expense) income | — | | | (21,689 | ) | | 960 | | | (607 | ) | | — | | | (21,336 | ) |
|
| | | | | | | | | | | |
Income in subsidiary | 16,075 | | | 53,520 | | | 2,419 | | | — | | | (72,014 | ) | | — | |
|
| | | | | | | | | | | |
Net income | 7,498 | | | 16,075 | | | 48,287 | | | 7,629 | | | (72,014 | ) | | 7,475 | |
|
| | | | | | | | | | | |
Net loss attributable to noncontrolling interests | — | | | — | | | — | | | 23 | | | — | | | 23 | |
|
| | | | | | | | | | | |
Net income attributable to Sabra Health Care REIT, Inc. | 7,498 | | | 16,075 | | | 48,287 | | | 7,652 | | | (72,014 | ) | | 7,498 | |
|
| | | | | | | | | | | |
Preferred dividends | (5,121 | ) | | — | | | — | | | — | | | — | | | (5,121 | ) |
|
| | | | | | | | | | | |
Net income attributable to common stockholders | $ | 2,377 | | — | | $ | 16,075 | | | $ | 48,287 | | — | | $ | 7,652 | | | $ | (72,014 | ) | | $ | 2,377 | |
|
| | | | | | | | | | | |
Net income attributable to common stockholders, per: | | | | | | | | | | | |
Basic common share | | | | | | | | | | | $ | 0.06 | |
|
Diluted common share | | | | | | | | | | | $ | 0.06 | |
|
Weighted-average number of common shares outstanding, basic | | | | | | | | | | | 41,324,795 | |
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Weighted-average number of common shares outstanding, diluted | | | | | | | | | | | 41,791,470 | |
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CONDENSED CONSOLIDATING STATEMENT OF INCOME |
For the Six Months Ended June 30, 2013 |
(dollars in thousands, except per share amounts) |
(unaudited) |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent Company | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | | |
Guarantor | Guarantor | | |
Subsidiaries | Subsidiaries | | |
Revenues: | | | | | | | | | | | | | |
Rental income | $ | — | | | $ | — | | | $ | 48,353 | | | $ | 14,640 | | | $ | — | | | $ | 62,993 | | | |
| |
Interest and other income | 69 | | | — | | | 1,235 | | | — | | | — | | | 1,304 | | | |
| |
Total revenues | 69 | | | — | | | 49,588 | | | 14,640 | | | — | | | 64,297 | | | |
| |
Expenses: | | | | | | | | | | | | | |
Depreciation and amortization | 25 | | | — | | | 12,617 | | | 3,826 | | | — | | | 16,468 | | | |
| |
Interest | — | | | 14,438 | | | 1,979 | | | 3,728 | | | — | | | 20,145 | | | |
| |
General and administrative | 7,675 | | | 4 | | | 412 | | | 48 | | | — | | | 8,139 | | | |
| |
Total expenses | 7,700 | | | 14,442 | | | 15,008 | | | 7,602 | | | — | | | 44,752 | | | |
| |
| | | | | | | | | | | | | |
Other (expense) income: | | | | | | | | | | | | | |
Loss on extinguishment of debt | — | | | (9,750 | ) | | — | | | — | | | — | | | (9,750 | ) | | |
| |
Other income (expense) | — | | | — | | | (900 | ) | | — | | | — | | | (900 | ) | | |
| |
| | | | | | | | | | | | | |
Total other (expense) income | — | | | (9,750 | ) | | (900 | ) | | — | | | — | | | (10,650 | ) | | |
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| | | | | | | | | | | | | |
Income in subsidiary | 16,526 | | | 40,718 | | | 1,909 | | | — | | | (59,153 | ) | | — | | | |
| |
| | | | | | | | | | | | | |
Net income | 8,895 | | | 16,526 | | | 35,589 | | | 7,038 | | | (59,153 | ) | | 8,895 | | | |
| |
| | | | | | | | | | | | | |
Preferred dividends | (2,827 | ) | | — | | | — | | | — | | | — | | | (2,827 | ) | | |
| |
| | | | | | | | | | | | | |
Net income attributable to common stockholders | $ | 6,068 | | | $ | 16,526 | | | $ | 35,589 | | | $ | 7,038 | | | $ | (59,153 | ) | | $ | 6,068 | | | |
| |
| | | | | | | | | | | | | |
Net income attributable to common stockholders, per: | | | | | | | | | | | | | |
Basic common share | | | | | | | | | | | $ | 0.16 | | | |
| |
Diluted common share | | | | | | | | | | | $ | 0.16 | | | |
| |
Weighted-average number of common shares outstanding, basic | | | | | | | | | | | 37,321,813 | | | |
| |
Weighted-average number of common shares outstanding, diluted | | | | | | | | | | | 37,789,804 | | | |
| |
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Six Months Ended June 30, 2014 |
(in thousands) |
(unaudited) |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent Company | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | |
Guarantor | Guarantor | |
Subsidiaries | Subsidiaries | |
Net cash (used in) provided by operating activities | $ | (1,746 | ) | | $ | — | | | $ | — | | | $ | 30,667 | | | $ | — | | | $ | 28,921 | | |
|
Cash flows from investing activities: | | | | | | | | | | | | |
|
Acquisitions of real estate | — | | | — | | | (108,650 | ) | | (9,739 | ) | | — | | | (118,389 | ) | |
|
Origination of note receivable | — | | | — | | | (38,373 | ) | | — | | | — | | | (38,373 | ) | |
|
Preferred equity investment | — | | | — | | | (6,458 | ) | | — | | | — | | | (6,458 | ) | |
|
Additions to real estate | — | | | — | | | (783 | ) | | — | | | — | | | (783 | ) | |
|
Investment in Subsidiary | (12,122 | ) | | (12,122 | ) | | — | | | — | | | 24,244 | | | — | | |
|
Intercompany financing | (160,248 | ) | | (289,776 | ) | | — | | | — | | | 450,024 | | | — | | |
|
Net cash used in investing activities | (172,370 | ) | | (301,898 | ) | | (154,264 | ) | | (9,739 | ) | | 474,268 | | | (164,003 | ) | |
|
Cash flows from financing activities: | | | | | | | | | | | | |
|
Proceeds from issuance of senior unsecured notes | — | | | 350,000 | | | — | | | — | | — | | — | | | 350,000 | | |
|
Principal payments on senior unsecured notes | — | | | (211,250 | ) | | — | | | — | | | — | | | (211,250 | ) | |
|
Proceeds from secured revolving credit facility | — | | | — | | | 80,000 | | | — | | | — | | | 80,000 | | |
|
Payments on secured revolving credit facility | — | | | — | | | (215,500 | ) | | — | | | — | | | (215,500 | ) | |
|
Proceeds from mortgage notes | — | | | — | | | — | | | 57,703 | | | — | | | 57,703 | | |
|
Principal payments on mortgage notes | — | | | — | | | — | | | (87,733 | ) | | — | | | (87,733 | ) | |
|
Payments of deferred financing costs | — | | | (9,222 | ) | | (12 | ) | | (901 | ) | | — | | | (10,135 | ) | |
|
Issuance of common stock | 219,899 | | | — | | | — | | | — | | | — | | | 219,899 | | |
|
Dividends paid on common and preferred stock | (37,125 | ) | | — | | | — | | | — | | | — | | | (37,125 | ) | |
|
Contribution from Parent | — | | | 12,122 | | | — | | | 12,122 | | | (24,244 | ) | | — | | |
|
Intercompany financing | — | | | 160,248 | | | 289,776 | | | — | | | (450,024 | ) | | — | | |
|
Net cash provided by (used in) financing activities | 182,774 | | | 301,898 | | | 154,264 | | | (18,809 | ) | | (474,268 | ) | | 145,859 | | |
|
Net increase in cash and cash equivalents | 8,658 | | | — | | | — | | | 2,119 | | | — | | | 10,777 | | |
|
Cash and cash equivalents, beginning of period | 3,551 | | | — | | | — | | | 757 | | | — | | | 4,308 | | |
|
Cash and cash equivalents, end of period | $ | 12,209 | | | $ | — | | | $ | — | | | $ | 2,876 | | | $ | — | | | $ | 15,085 | | |
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the Six Months Ended June 30, 2013 |
(in thousands) |
(unaudited) |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent Company | | Issuers | | Combined | | Combined Non- | | Elimination | | Consolidated | | |
Guarantor | Guarantor | | |
Subsidiaries | Subsidiaries | | |
Net cash provided by operating activities | $ | 12,200 | | | $ | — | | | $ | — | | | $ | 10,786 | | | $ | — | | | $ | 22,986 | | | |
| |
Cash flows from investing activities: | | | | | | | | | | | | | |
Acquisitions of real estate | — | | | — | | | (6,175 | ) | | — | | | — | | | (6,175 | ) | | |
| |
Origination of note receivable | — | | | — | | | (25,244 | ) | | — | | | — | | | (25,244 | ) | | |
| |
Preferred equity investment | — | | | — | | | (5,144 | ) | | — | | | — | | | (5,144 | ) | | |
| |
Additions to real estate | — | | | — | | | (226 | ) | | — | | | — | | | (226 | ) | | |
| |
Net proceeds from the sale of real estate | — | | | — | | | — | | | 2,208 | | | — | | | 2,208 | | | |
| |
Investment in Subsidiary | — | | | — | | | — | | | — | | | — | | | — | | | |
| |
Distribution from Subsidiary | 1,920 | | | 1,920 | | | — | | | — | | | (3,840 | ) | | — | | | |
| |
Intercompany financing | (46,072 | ) | | (127,163 | ) | | — | | | — | | | 173,235 | | | — | | | |
| |
Net cash (used in) provided by investing activities | (44,152 | ) | | (125,243 | ) | | (36,789 | ) | | 2,208 | | | 169,395 | | | (34,581 | ) | | |
| |
Cash flows from financing activities: | | | | | | | | | | | | | |
| |
Proceeds from issuance of senior unsecured notes | — | | | 200,000 | | | — | | | — | | | — | | | 200,000 | | | |
| |
Principal payments on senior unsecured notes | — | | | (113,750 | ) | | — | | | — | | | — | | | (113,750 | ) | | |
| |
Payments on secured revolving credit facility | — | | | — | | | (92,500 | ) | | — | | | — | | | (92,500 | ) | | |
| |
Principal payments on mortgage notes | — | | | — | | | — | | | (9,193 | ) | | — | | | (9,193 | ) | | |
| |
Payments of deferred financing costs | — | | | (5,159 | ) | | (82 | ) | | (137 | ) | | — | | | (5,378 | ) | | |
| |
Issuance of common stock | (2,851 | ) | | — | | | — | | | — | | | — | | | (2,851 | ) | | |
| |
Issuance of preferred stock | 138,345 | | | — | | | — | | | — | | | — | | | 138,345 | | | |
| |
Dividends paid | (27,409 | ) | | — | | | — | | | — | | | — | | | (27,409 | ) | | |
| |
Distribution to Parent | — | | | (1,920 | ) | | — | | | (1,920 | ) | | 3,840 | | | — | | | |
| |
Intercompany financing | — | | | 46,072 | | | 129,371 | | | (2,208 | ) | | (173,235 | ) | | — | | | |
| |
Net cash provided by (used in) financing activities | 108,085 | | | 125,243 | | | 36,789 | | | (13,458 | ) | | (169,395 | ) | | 87,264 | | | |
| |
Net increase (decrease) in cash and cash equivalents | 76,133 | | | — | | | — | | | (464 | ) | | — | | | 75,669 | | | |
| |
Cash and cash equivalents, beginning of period | 15,075 | | | — | | | — | | | 2,026 | | | — | | | 17,101 | | | |
| |
Cash and cash equivalents, end of period | $ | 91,208 | | | $ | — | | | $ | — | | | $ | 1,562 | | | $ | — | | | $ | 92,770 | | | |
| |
| | | | | | | | | | | | | |