| Schedule of Acquisitions of Senior Housing Assets |
A summary
of the initial recording of each of the above acquisitions is as follows:
| |
|
At Acquisition |
|
| |
|
Woodside |
|
|
Florida |
|
|
Glen Riddle |
|
|
Royal Palm |
|
|
Schenley Gardens |
|
|
Total |
|
| Allocation of Purchase Price (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments in Real Estate |
|
$ |
13,300 |
|
|
$ |
178,009 |
|
|
$ |
19,050 |
|
|
$ |
16,938 |
|
|
$ |
15,308 |
|
|
$ |
242,605 |
|
| Resident Lease Intangibles |
|
|
1,900 |
|
|
|
21,589 |
|
|
|
2,100 |
|
|
|
1,800 |
|
|
|
1,150 |
|
|
|
28,539 |
|
| Non-compete Intangibles |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
| Other Intangibles |
|
|
3,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,700 |
|
| Assumed mortgage notes payable |
|
|
|
|
|
|
(41,443 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,443 |
) |
| Earn-Out Liability (B) |
|
|
|
|
|
|
(1,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,500 |
) |
| Other Assets, net of other Liabilities |
|
|
51 |
|
|
|
1,231 |
|
|
|
215 |
|
|
|
(98 |
) |
|
|
(108 |
) |
|
|
1,291 |
|
| Total purchase price |
|
$ |
18,951 |
|
|
$ |
157,886 |
|
|
$ |
22,365 |
|
|
$ |
18,640 |
|
|
$ |
16,350 |
|
|
$ |
234,192 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mortgage Notes Payable (C) |
|
|
(14,100 |
) |
|
|
(102,953 |
) |
|
|
(16,875 |
) |
|
|
(14,250 |
) |
|
|
(8,250 |
) |
|
|
(156,428 |
) |
| Net consideration paid |
|
$ |
4,851 |
|
|
$ |
54,933 |
|
|
$ |
5,490 |
|
|
$ |
4,390 |
|
|
$ |
8,100 |
|
|
$ |
77,764 |
|
| Total acquisition related costs (D) |
|
$ |
475 |
|
|
$ |
3,319 |
|
|
$ |
507 |
|
|
$ |
224 |
|
|
$ |
629 |
|
|
$ |
5,154 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition Date |
|
|
July
2013 |
|
|
|
August
2013 |
|
|
|
August
2013 |
|
|
|
September
2013 |
|
|
|
September
2013 |
|
|
|
|
|
| Location |
|
|
New
York |
|
|
|
Florida/North
Carolina |
|
|
|
Pennsylvania |
|
|
|
Florida |
|
|
|
Pennsylvania |
|
|
|
|
|
| Number of Communities |
|
|
1 |
|
|
|
15 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
(A) |
Due to the timing of the acquisition, Newcastle
is still obtaining additional information relating to
the purchase price allocation. Therefore, the review process
of the purchase price allocation is not complete. Newcastle
expects to complete this process by December 31, 2013. |
|
(B) |
The amount represents
the fair value of a contingent liability relating to Newcastles
agreement to pay the seller an earn-out payment if the
aggregate EBITDA for the Florida portfolio for any calendar
years in which the third, fourth, fifth and/or sixth anniversary
of the acquisition date occurs is equal to or in excess
of an earn-out threshold, as defined within the agreement. |
|
(D) |
Acquisition related
costs are expensed as incurred and included within general
and administrative expense on the statement of income. |
|
| Schedule of summarized financial information for Local Media Group |
The following tables present summarized
financial information for Local Media Group:
| |
|
September 30, 2013 |
|
| Total Assets (A) |
|
$ |
107,011 |
|
| Total Liabilities (A) |
|
|
52,053 |
|
| Total Equity |
|
$ |
54,958 |
|
| Newcastle's investment (B) |
|
$ |
57,384 |
|
| |
|
|
For
the period
September
3 - 30, 2013
|
|
| Total Revenue |
|
$ |
12,043 |
|
| Depreciation and Amortization |
|
|
945 |
|
| Other Expenses |
|
|
10,629 |
|
| Total Expenses |
|
|
11,574 |
|
| Provision for Taxes |
|
|
(576 |
) |
| |
|
|
|
|
| Net Income |
|
$ |
1,045 |
|
|
(A) |
Due
to the timing of
the acquisition,
Newcastle is still
obtaining additional
information relating
to the purchase price
allocation. Therefore,
the review process
of the purchase price
allocation is not
complete. Newcastle
expects to complete
this process by December
31, 2013. |
|
(B) |
This
amount represents
Newcastles
maximum exposure
to loss from this
entity and includes
capitalized acquisition
expenses of $2.4
million. |
|