| Schedule of acquisitions |
Acquisitions of Senior Housing Properties
The following table summarizes the allocation of the purchase price
to the fair value of identifiable assets acquired and liabilities assumed
at the date of acquisition, in accordance with the acquisition method of
accounting:
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At Acquisition
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Managed
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Holiday
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Properties
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Portfolio
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Total
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Allocation of Purchase Price (A)(B)
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Investments in Real Estate
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$
|
268,010
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|
$
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937,548
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$
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1,205,558
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Resident Lease Intangibles
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31,673
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|
57,883
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|
89,556
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Non-compete Intangibles
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1,000
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—
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1,000
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Land Lease Intangibles
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|
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—
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3,498
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|
3,498
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PILOT Intangible
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3,700
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|
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—
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3,700
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Other Intangibles
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|
|
500
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1,546
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|
2,046
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Assumed mortgage notes payable
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(43,128
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)
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—
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(43,128
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)
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Other Assets, net of other liabilities
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(2,157
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)
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—
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(2,157
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)
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Subtotal
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$
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259,598
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$
|
1,000,475
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$
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1,260,073
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Mortgage Notes Payable (C)
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|
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(175,871
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)
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(719,350
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)
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$
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(895,221
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)
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Net assets acquired
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$
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83,727
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|
$
|
281,125
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$
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364,852
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Total acquisition related costs (D)
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$
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6,118
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$
|
3,604
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$
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9,722
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(A)
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Due to the timing of the acquisitions, for the November and December
acquisitions,, 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 within twelve months of the
acquisition.
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(B)
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Includes $1.5 million for the fair value of an earn-out payment to the
seller if the aggregate EBITDA in one of the portfolios acquired 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. The
undiscounted earn-out payment is limited to $4.6 million, as per the
agreement.
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(C)
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See Note 14.
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(D)
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Acquisition related costs are expensed as incurred and included within
general and administrative expense on the consolidated statements of
income.
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Restructuring and Spin-off of Media Investments
The following table summarizes the allocation of the purchase price to the
fair value of identifiable assets acquired and liabilities assumed at the
date of acquisition, in accordance with the acquisition method of
accounting:
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As of November 26, 2013
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Cash and cash equivalents
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$
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22,368
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Property, plant and equipment
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272,153
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Intangibles
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146,019
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Goodwill
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126,686
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Restricted cash
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6,295
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Receivables and other assets
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100,483
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Total assets acquired
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674,004
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Less:
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Credit facilities
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182,000
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Other liabilities
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|
|
102,910
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|
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Net assets acquired
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$
|
389,094
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Restructuring of Golf Investment
The following table summarizes the allocation of the purchase price to the
fair value of identifiable assets acquired and liabilities assumed at the
date of acquisition, in accordance with the acquisition method of
accounting:
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|
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As of December 30, 2013
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Cash
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$
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19,378
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Investments in other real estate
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|
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259,573
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|
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Intangible assets
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|
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98,866
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Restricted cash
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|
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3,512
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Receivables and other assets
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34,898
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|
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Total assets acquired
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$
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416,227
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|
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Less:
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|
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Credit facilities
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|
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228,832
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|
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Other liabilities
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|
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184,529
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Noncontrolling interest
|
|
|
366
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|
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Net assets acquired
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$
|
2,500
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