Exhibit 99.2
AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
17. Condensed Consolidating Information
The REIT and certain of the Partnership’s direct and indirect wholly owned subsidiaries (the Unencumbered Subsidiary Guarantors and Encumbered Subsidiary Guarantors) fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to our Senior Notes issued in February 2011, April 2011, March 2012 and October 2013. The Senior Notes were issued by Aviv Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation (the Issuers). Separate financial statements of the guarantors are not provided as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by and the operations of the respective guarantor andnon-guarantor subsidiaries. Other wholly owned subsidiaries (Non-Guarantor Subsidiaries) that were not included among the Unencumbered Subsidiary Guarantors or Encumbered Subsidiary Guarantors were not obligated with respect to the Senior Notes. TheNon-Guarantor Subsidiaries are subject to mortgages. The following summarizes our condensed consolidating information as of June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012:
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Balance Sheet
As of June 30, 2013
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Issuers | | | Unencumbered Subsidiary Guarantors | | | Encumbered Subsidiary Guarantors | | | Non-Guarantor Subsidiaries | | | Eliminations | | | Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Net real estate investments | | $ | 51,062 | | | $ | 729,038,969 | | | $ | 195,330,213 | | | $ | 83,739,437 | | | $ | — | | | $ | 1,008,159,681 | |
Cash and cash equivalents | | | 15,800,963 | | | | (1,356,813 | ) | | | (39,192 | ) | | | 614,751 | | | | — | | | | 15,019,709 | |
Deferred financing costs, net | | | 8,239,927 | | | | — | | | | 4,813,397 | | | | 14,105 | | | | — | | | | 13,067,429 | |
Other | | | 13,510,727 | | | | 54,968,199 | | | | 14,323,021 | | | | 3,829,384 | | | | — | | | | 86,631,331 | |
Investment in and due from related parties, net | | | 959,869,614 | | | | — | | | | — | | | | — | | | | (959,869,614 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 997,472,293 | | | $ | 782,650,355 | | | $ | 214,427,439 | | | $ | 88,197,677 | | | $ | (959,869,614 | ) | | $ | 1,122,878,150 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | | | | | |
Secured notes payable and other debt | | $ | 402,971,100 | | | $ | — | | | $ | 80,000,000 | | | $ | 13,769,102 | | | $ | — | | | $ | 496,740,202 | |
Due to related parties | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Tenant security and escrow deposits | | | — | | | | 12,781,430 | | | | 3,341,483 | | | | 1,054,897 | | | | — | | | | 17,177,810 | |
Accounts payable and accrued expenses | | | 12,789,236 | | | | 2,994,814 | | | | 1,651,083 | | | | 682,473 | | | | — | | | | 18,117,606 | |
Other liabilities | | | 317,740 | | | | 8,235,281 | | | | 895,294 | | | | — | | | | — | | | | 9,448,315 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 416,078,076 | | | | 24,011,525 | | | | 85,887,860 | | | | 15,506,472 | | | | — | | | | 541,483,933 | |
Total equity | | | 581,394,217 | | | | 758,638,830 | | | | 128,539,579 | | | | 72,691,205 | | | | (959,869,614 | ) | | | 581,394,217 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 997,472,293 | | | $ | 782,650,355 | | | $ | 214,427,439 | | | $ | 88,197,677 | | | $ | (959,869,614 | ) | | $ | 1,122,878,150 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
1
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Balance Sheet
As of December 31, 2012
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Issuers | | | Unencumbered Subsidiary Guarantors | | | Encumbered Subsidiary Guarantors | | | Non-Guarantor Subsidiaries | | | Eliminations | | | Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Net real estate investments | | $ | 53,750 | | | $ | 731,036,359 | | | $ | 197,221,045 | | | $ | 55,149,862 | | | $ | — | | | $ | 983,461,016 | |
Cash and cash equivalents | | | 16,869,495 | | | | (1,746,141 | ) | | | (68,241 | ) | | | 479,260 | | | | — | | | | 15,534,373 | |
Deferred financing costs, net | | | 8,964,976 | | | | — | | | | 5,672,918 | | | | 13,371 | | | | — | | | | 14,651,265 | |
Other | | | 15,737,837 | | | | 50,372,586 | | | | 14,120,937 | | | | 3,308,680 | | | | — | | | | 83,540,040 | |
Investment in and due from related parties, net | | | 711,027,894 | | | | — | | | | — | | | | — | | | | (711,027,894 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 752,653,952 | | | $ | 779,662,804 | | | $ | 216,946,659 | | | $ | 58,951,173 | | | $ | (711,027,894 | ) | | $ | 1,097,186,694 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | | | | | |
Secured notes payable and other debt | | $ | 403,180,433 | | | | — | | | $ | 280,506,139 | | | $ | 21,466,843 | | | $ | — | | | $ | 705,153,415 | |
Due to related parties | | | 7,542,333 | | | | — | | | | 5,912 | | | | — | | | | — | | | | 7,548,245 | |
Tenant security and escrow deposits | | | 50,000 | | | | 14,202,777 | | | | 3,560,361 | | | | 465,034 | | | | — | | | | 18,278,172 | |
Accounts payable and accrued expenses | | | 13,702,409 | | | | 6,152,923 | | | | 3,988,102 | | | | 364,380 | | | | — | | | | 24,207,814 | |
Other liabilities | | | 7,677,280 | | | | 9,090,462 | | | | 4,729,809 | | | | — | | | | — | | | | 21,497,551 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 432,152,455 | | | | 29,446,162 | | | | 292,790,323 | | | | 22,296,257 | | | | — | | | | 776,685,197 | |
Total equity | | | 320,501,497 | | | | 750,216,642 | | | | (75,843,664 | ) | | | 36,654,916 | | | | (711,027,894 | ) | | | 320,501,497 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 752,653,952 | | | $ | 779,662,804 | | | $ | 216,946,659 | | | $ | 58,951,173 | | | $ | (711,027,894 | ) | | $ | 1,097,186,694 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
2
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income
For the Three Months Ended June 30, 2013
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Issuers | | | Unencumbered Subsidiary Guarantors | | | Encumbered Subsidiary Guarantors | | | Non-Guarantor Subsidiaries | | | Eliminations | | | Consolidated | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | — | | | $ | 24,730,853 | | | $ | 7,274,076 | | | $ | 1,869,018 | | | $ | — | | | $ | 33,873,947 | |
Interest on secured loans and financing lease | | | 295,684 | | | | 714,301 | | | | 72,490 | | | | — | | | | — | | | | 1,082,475 | |
Interest and other income | | | 4,152 | | | | 71,854 | | | | 851 | | | | 45 | | | | — | | | | 76,902 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 299,836 | | | | 25,517,008 | | | | 7,347,417 | | | | 1,869,063 | | | | — | | | | 35,033,324 | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 8,007,895 | | | | — | | | | 1,176,384 | | | | 198,357 | | | | — | | | | 9,382,636 | |
Depreciation and amortization | | | 1,344 | | | | 6,185,776 | | | | 1,452,775 | | | | 459,426 | | | | — | | | | 8,099,321 | |
General and administrative | | | 928,363 | | | | 53,389 | | | | 2,513,488 | | | | 47,126 | | | | — | | | | 3,542,366 | |
Transaction costs | | | 117,269 | | | | 119,913 | | | | 1,050 | | | | 125,837 | | | | — | | | | 364,069 | |
Reserve for uncollectible secured loan and other receivables | | | (9,594 | ) | | | — | | | | 25,168 | | | | — | | | | — | | | | 15,574 | |
Loss on sale of assets, net | | | — | | | | 224,824 | | | | — | | | | — | | | | — | | | | 224,824 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 9,045,277 | | | | 6,583,902 | | | | 5,168,865 | | | | 830,746 | | | | — | | | | 21,628,790 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (8,745,441 | ) | | | 18,933,106 | | | | 2,178,552 | | | | 1,038,317 | | | | — | | | | 13,404,534 | |
Discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (8,745,441 | ) | | | 18,933,106 | | | | 2,178,552 | | | | 1,038,317 | | | | — | | | | 13,404,534 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity in income (loss) of subsidiaries | | | 22,149,975 | | | | — | | | | — | | | | — | | | | (22,149,975 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) allocable to units | | $ | 13,404,534 | | | $ | 18,933,106 | | | $ | 2,178,552 | | | $ | 1,038,317 | | | $ | (22,149,975 | ) | | $ | 13,404,534 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
3
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income
For the Three Months Ended June 30, 2012
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Unencumbered Subsidiary | | | Encumbered Subsidiary | | | Non-Guarantor | | | | | | | |
| | Issuers | | | Guarantors | | | Guarantors | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | — | | | $ | 23,596,837 | | | $ | 7,407,842 | | | $ | 409,642 | | | $ | — | | | $ | 31,414,321 | |
Interest on secured loans and financing lease | | | 525,462 | | | | 723,676 | | | | 88,054 | | | | — | | | | — | | | | 1,337,192 | |
Interest and other income | | | 197 | | | | 61,387 | | | | 307 | | | | — | | | | — | | | | 61,891 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 525,659 | | | | 24,381,900 | | | | 7,496,203 | | | | 409,642 | | | | — | | | | 32,813,404 | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 8,015,063 | | | | — | | | | 4,680,010 | | | | 138,704 | | | | — | | | | 12,833,777 | |
Depreciation and amortization | | | — | | | | 5,272,540 | | | | 1,393,553 | | | | 113,356 | | | | — | | | | 6,779,449 | |
General and administrative | | | 1,270,940 | | | | 136,469 | | | | 2,187,504 | | | | 8,628 | | | | — | | | | 3,603,541 | |
Transaction costs | | | 714,942 | | | | 704,558 | | | | 86,768 | | | | 35,920 | | | | — | | | | 1,542,188 | |
Loss on impairment of assets | | | — | | | | 3,679,657 | | | | — | | | | — | | | | — | | | | 3,679,657 | |
Reserve for uncollectible secured loan and other receivables | | | 3,374,637 | | | | 1,659,016 | | | | 45,139 | | | | 280 | | | | — | | | | 5,079,072 | |
Other expenses | | | — | | | | — | | | | 100,088 | | | | — | | | | — | | | | 100,088 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 13,375,582 | | | | 11,452,240 | | | | 8,493,062 | | | | 296,888 | | | | — | | | | 33,617,772 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (12,849,923 | ) | | | 12,929,660 | | | | (996,859 | ) | | | 112,754 | | | | — | | | | (804,368 | ) |
Discontinued operations | | | — | | | | 112,210 | | | | — | | | | 4,304,757 | | | | — | | | | 4,416,967 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (12,849,923 | ) | | | 13,041,870 | | | | (996,859 | ) | | | 4,417,511 | | | | — | | | | 3,612,599 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity in income (loss) of subsidiaries | | | 16,462,522 | | | | — | | | | — | | | | — | | | | (16,462,522 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) allocable to units | | $ | 3,612,599 | | | $ | 13,041,870 | | | $ | (996,859 | ) | | $ | 4,417,511 | | | $ | (16,462,522 | ) | | $ | 3,612,599 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized loss on derivative instruments | | | — | | | | — | | | | (573,164 | ) | | | — | | | | — | | | | (573,164 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | $ | 3,612,599 | | | $ | 13,041,870 | | | $ | (1,570,023 | ) | | $ | 4,417,511 | | | $ | (16,462,522 | ) | | $ | 3,039,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
4
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income
For the Six Months Ended June 30, 2013
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Unencumbered Subsidiary | | | Encumbered Subsidiary | | | Non-Guarantor | | | | | | | |
| | Issuers | | | Guarantors | | | Guarantors | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | — | | | $ | 49,567,192 | | | $ | 14,564,994 | | | $ | 3,381,460 | | | $ | — | | | $ | 67,513,646 | |
Interest on secured loans and financing lease | | | 573,800 | | | | 1,403,393 | | | | 163,921 | | | | — | | | | — | | | | 2,141,114 | |
Interest and other income | | | 4,327 | | | | 73,248 | | | | 1,254 | | | | 83 | | | | — | | | | 78,912 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 578,127 | | | | 51,043,833 | | | | 14,730,169 | | | | 3,381,543 | | | | — | | | | 69,733,672 | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 16,015,717 | | | | — | | | | 6,215,373 | | | | 496,963 | | | | — | | | | 22,728,053 | |
Depreciation and amortization | | | 2,688 | | | | 12,356,055 | | | | 2,894,532 | | | | 844,189 | | | | — | | | | 16,097,464 | |
General and administrative | | | 12,320,541 | | | | 110,572 | | | | 4,937,596 | | | | 63,692 | | | | — | | | | 17,432,401 | |
Transaction costs | | | 181,697 | | | | 234,383 | | | | 1,050 | | | | 129,593 | | | | — | | | | 546,723 | |
Reserve for uncollectible secured loan and other receivables | | | (9,594 | ) | | | (10,557 | ) | | | 49,932 | | | | — | | | | — | | | | 29,781 | |
Gain on sale of assets, net | | | — | | | | (39,177 | ) | | | — | | | | — | | | | — | | | | (39,177 | ) |
Loss on extinguishment of debt | | | — | | | | — | | | | 10,974,196 | | | | — | | | | — | | | | 10,974,196 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 28,511,049 | | | | 12,651,276 | | | | 25,072,679 | | | | 1,534,437 | | | | — | | | | 67,769,441 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (27,932,922 | ) | | | 38,392,557 | | | | (10,342,510 | ) | | | 1,847,106 | | | | — | | | | 1,964,231 | |
Discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (27,932,922 | ) | | | 38,392,557 | | | | (10,342,510 | ) | | | 1,847,106 | | | | — | | | | 1,964,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity in income (loss) of subsidiaries | | | 29,897,153 | | | | — | | | | — | | | | — | | | | (29,897,153 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) allocable to units | | $ | 1,964,231 | | | $ | 38,392,557 | | | $ | (10,342,510 | ) | | $ | 1,847,106 | | | $ | (29,897,153 | ) | | $ | 1,964,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
5
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income
For the Six Months Ended June 30, 2012
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Unencumbered Subsidiary | | | Encumbered Subsidiary | | | Non-Guarantor | | | | | | | |
| | Issuers | | | Guarantors | | | Guarantors | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | — | | | $ | 44,289,496 | | | $ | 14,276,901 | | | $ | 763,187 | | | $ | — | | | $ | 59,329,584 | |
Interest on secured loans and financing lease | | | 1,078,193 | | | | 1,431,470 | | | | 173,651 | | | | — | | | | — | | | | 2,683,314 | |
Interest and other income | | | 3,283 | | | | 64,721 | | | | 307 | | | | — | | | | — | | | | 68,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 1,081,476 | | | | 45,785,687 | | | | 14,450,859 | | | | 763,187 | | | | — | | | | 62,081,209 | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 14,075,211 | | | | — | | | | 10,458,726 | | | | 253,894 | | | | — | | | | 24,787,831 | |
Depreciation and amortization | | | — | | | | 9,816,925 | | | | 2,764,719 | | | | 195,378 | | | | — | | | | 12,777,022 | |
General and administrative | | | 2,744,838 | | | | 168,324 | | | | 4,536,384 | | | | 8,630 | | | | — | | | | 7,458,176 | |
Transaction costs | | | 1,010,295 | | | | 985,460 | | | | 188,957 | | | | 35,920 | | | | — | | | | 2,220,632 | |
Loss on impairment of assets | | | — | | | | 4,378,858 | | | | — | | | | — | | | | — | | | | 4,378,858 | |
Reserve for uncollectible secured loan and other receivables | | | 3,474,989 | | | | 1,659,015 | | | | 81,794 | | | | 508 | | | | — | | | | 5,216,306 | |
Other expenses | | | — | | | | — | | | | 200,177 | | | | — | | | | — | | | | 200,177 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 21,305,333 | | | | 17,008,582 | | | | 18,230,757 | | | | 494,330 | | | | — | | | | 57,039,002 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | (20,223,857 | ) | | | 28,777,105 | | | | (3,779,898 | ) | | | 268,857 | | | | — | | | | 5,042,207 | |
Discontinued operations | | | — | | | | 331,589 | | | | — | | | | 4,255,104 | | | | — | | | | 4,586,693 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (20,223,857 | ) | | | 29,108,694 | | | | (3,779,898 | ) | | | 4,523,961 | | | | — | | | | 9,628,900 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity in income (loss) of subsidiaries | | | 29,852,757 | | | | — | | | | — | | | | — | | | | (29,852,757 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) allocable to units | | $ | 9,628,900 | | | $ | 29,108,694 | | | $ | (3,779,898 | ) | | $ | 4,523,961 | | | $ | (29,852,757 | ) | | $ | 9,628,900 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized loss on derivative instruments | | | — | | | | — | | | | (781,492 | ) | | | — | | | | — | | | | (781,492 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income (loss) | | $ | 9,628,900 | | | $ | 29,108,694 | | | $ | (4,561,390 | ) | | $ | 4,523,961 | | | $ | (29,852,757 | ) | | $ | 8,847,408 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
6
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2013
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Unencumbered Subsidiary | | | Encumbered Subsidiary | | | Non-Guarantor | | | | | | | |
| | Issuers | | | Guarantors | | | Guarantors | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Net cash (used in) provided by operating activities | | $ | (233,399,474 | ) | | $ | 13,463,332 | | | $ | 210,220,445 | | | $ | 36,916,038 | | | $ | — | | | $ | 27,200,341 | |
Investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of real estate investments | | | — | | | | — | | | | — | | | | (28,026,000 | ) | | | — | | | | (28,026,000 | ) |
Sale of real estate investments | | | — | | | | 2,605,597 | | | | — | | | | — | | | | — | | | | 2,605,597 | |
Capital improvements | | | 350 | | | | (6,951,522 | ) | | | (766,829 | ) | | | (198,115 | ) | | | — | | | | (7,916,116 | ) |
Development projects | | | — | | | | (7,150,444 | ) | | | (50,777 | ) | | | (896,639 | ) | | | — | | | | (8,097,860 | ) |
Secured loan receivables received from others | | | 1,580,334 | | | | 604,180 | | | | 176,011 | | | | — | | | | — | | | | 2,360,525 | |
Secured loan receivables funded to others | | | (369,864 | ) | | | (2,181,815 | ) | | | (155,704 | ) | | | — | | | | — | | | | (2,707,383 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 1,210,820 | | | | (13,074,004 | ) | | | (797,299 | ) | | | (29,120,754 | ) | | | — | | | | (41,781,237 | ) |
Financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Borrowings of debt | | | — | | | | — | | | | 145,000,000 | | | | — | | | | — | | | | 145,000,000 | |
Repayment of debt | | | — | | | | — | | | | (345,506,139 | ) | | | (7,658,818 | ) | | | — | | | | (353,164,957 | ) |
Payment of financing costs | | | — | | | | — | | | | (5,281,958 | ) | | | (975 | ) | | | — | | | | (5,282,933 | ) |
Payment for swap termination | | | — | | | | — | | | | (3,606,000 | ) | | | — | | | | — | | | | (3,606,000 | ) |
Capital contributions | | | 425,149 | | | | — | | | | — | | | | — | | | | — | | | | 425,149 | |
Initial public offering proceeds | | | 303,600,000 | | | | — | | | | — | | | | — | | | | — | | | | 303,600,000 | |
Cost of raising capital | | | (25,387,224 | ) | | | — | | | | — | | | | — | | | | — | | | | (25,387,224 | ) |
Cash distributions to partners | | | (47,517,803 | ) | | | — | | | | — | | | | — | | | | — | | | | (47,517,803 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 231,120,122 | | | | — | | | | (209,394,097 | ) | | | (7,659,793 | ) | | | — | | | | 14,066,232 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (1,068,532 | ) | | | 389,328 | | | | 29,049 | | | | 135,491 | | | | — | | | | (514,664 | ) |
Cash and cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | 16,869,495 | | | | (1,746,141 | ) | | | (68,241 | ) | | | 479,260 | | | | — | | | | 15,534,373 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of period | | $ | 15,800,963 | | | $ | (1,356,813 | ) | | $ | (39,192 | ) | | $ | 614,751 | | | $ | — | | | $ | 15,019,709 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
7
Aviv Healthcare Properties Limited Partnership and Subsidiaries
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2012
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Issuers | | | Unencumbered Subsidiary Guarantors | | | Encumbered Subsidiary Guarantors | | | Non-Guarantor Subsidiaries | | | Eliminations | | | Consolidated | |
Net cash (used in) provided by operating activities | | $ | (148,522,190 | ) | | $ | 105,464,686 | | | $ | 67,229,677 | | | $ | (6,323,844 | ) | | $ | — | | | $ | 17,848,329 | |
Investing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of real estate investments | | | — | | | | (99,171,000 | ) | | | (4,800,000 | ) | | | (4,540,206 | ) | | | — | | | | (108,511,206 | ) |
Sale of real estate investments | | | — | | | | 13,806,873 | | | | — | | | | 16,735,771 | | | | — | | | | 30,542,644 | |
Capital improvements | | | — | | | | (3,562,065 | ) | | | (2,762,894 | ) | | | — | | | | — | | | | (6,324,959 | ) |
Development projects | | | — | | | | (12,891,186 | ) | | | — | | | | (1,508,405 | ) | | | — | | | | (14,399,591 | ) |
Secured loan receivables received from others | | | 2,571,657 | | | | 850,381 | | | | 281,971 | | | | — | | | | — | | | | 3,704,009 | |
Secured loan receivables funded to others | | | (2,163,720 | ) | | | (1,742,943 | ) | | | (28,660 | ) | | | — | | | | — | | | | (3,935,323 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 407,937 | | | | (102,709,940 | ) | | | (7,309,583 | ) | | | 10,687,160 | | | | — | | | | (98,924,426 | ) |
Financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Borrowings of debt | | | 101,000,000 | | | | — | | | | 87,504,200 | | | | 2,536,894 | | | | — | | | | 191,041,094 | |
Repayment of debt | | | — | | | | — | | | | (145,100,212 | ) | | | (6,124,390 | ) | | | — | | | | (151,224,602 | ) |
Payment of financing costs | | | (2,539,196 | ) | | | — | | | | (2,581,092 | ) | | | — | | | | — | | | | (5,120,288 | ) |
Capital contributions | | | 75,000,000 | | | | — | | | | — | | | | — | | | | — | | | | 75,000,000 | |
Deferred contribution | | | (35,000,000 | ) | | | — | | | | — | | | | — | | | | — | | | | (35,000,000 | ) |
Cash distributions to partners | | | (22,220,232 | ) | | | — | | | | — | | | | — | | | | — | | | | (22,220,232 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 116,240,572 | | | | — | | | | (60,177,104 | ) | | | (3,587,496 | ) | | | — | | | | 52,475,972 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (31,873,681 | ) | | | 2,754,746 | | | | (257,010 | ) | | | 775,820 | | | | — | | | | (28,600,125 | ) |
Cash and cash equivalents: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of period | | | 42,354,896 | | | | (2,874,571 | ) | | | 242,153 | | | | (518,751 | ) | | | — | | | | 39,203,727 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
End of period | | $ | 10,481,215 | | | $ | (119,825 | ) | | $ | (14,857 | ) | | $ | 257,069 | | | $ | — | | | $ | 10,603,602 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
8