| 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:
| |
|
|
|
|
|
|
|
|
|
|
| |
|
At Acquisition |
|
| |
|
Managed |
|
Holiday |
|
|
|
|
| |
|
Properties |
|
Portfolio |
|
Total |
|
| Allocation of Purchase Price (A)(B) |
|
|
|
|
|
|
|
|
|
|
| Investments in Real Estate |
|
$ |
268,010 |
|
$ |
937,548 |
|
$ |
1,205,558 |
|
| Resident Lease Intangibles |
|
|
31,673 |
|
|
57,883 |
|
|
89,556 |
|
| Non-compete Intangibles |
|
|
1,000 |
|
|
|
|
|
1,000 |
|
| Land Lease Intangibles |
|
|
|
|
|
3,498 |
|
|
3,498 |
|
| PILOT Intangible |
|
|
3,700 |
|
|
|
|
|
3,700 |
|
| Other Intangibles |
|
|
500 |
|
|
1,546 |
|
|
2,046 |
|
| Assumed mortgage notes payable |
|
|
(43,128 |
) |
|
|
|
|
(43,128 |
) |
| Other Assets, net of other liabilities |
|
|
(2,157 |
) |
|
|
|
|
(2,157 |
) |
| Subtotal |
|
$ |
259,598 |
|
$ |
1,000,475 |
|
$ |
1,260,073 |
|
| |
|
|
|
|
|
|
|
|
|
|
| Mortgage Notes Payable (C)
|
|
|
(175,871 |
) |
|
(719,350 |
) |
$ |
(895,221 |
) |
| Net assets acquired |
|
$ |
83,727 |
|
$ |
281,125 |
|
$ |
364,852 |
|
| Total acquisition related costs (D)
|
|
$ |
6,118 |
|
$ |
3,604 |
|
$ |
9,722 |
|
| |
|
|
| |
(A) |
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. |
| |
(B) |
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. |
| |
(C) |
See Note 14. |
| |
(D) |
Acquisition
related costs are expensed as incurred and included within general and administrative expense on the consolidated statements
of income. |
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:
| |
|
|
|
|
| |
|
As of November 26, 2013 |
|
| Cash and cash equivalents |
|
$ |
22,368 |
|
| Property, plant and equipment |
|
|
272,153 |
|
| Intangibles |
|
|
146,019 |
|
| Goodwill |
|
|
126,686 |
|
| Restricted cash |
|
|
6,295 |
|
| Receivables and other assets |
|
|
100,483 |
|
| Total assets acquired |
|
|
674,004 |
|
| Less: |
|
|
|
|
| Credit facilities |
|
|
182,000 |
|
| Other liabilities |
|
|
102,910 |
|
| Net assets acquired |
|
$ |
389,094 |
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:
| |
|
|
|
|
| |
|
As of December 30, 2013 |
|
| Cash |
|
$ |
19,378 |
|
|
| Investments in other real estate |
|
|
259,573 |
|
|
| Intangible assets |
|
|
98,866 |
|
|
| Restricted cash |
|
|
3,512 |
|
|
| Receivables and other assets |
|
|
34,898 |
|
|
| Total assets acquired |
|
$ |
416,227 |
|
|
| Less: |
|
|
|
|
|
| Credit facilities |
|
|
228,832 |
|
|
| Other liabilities |
|
|
184,529 |
|
|
| Noncontrolling interest |
|
|
366 |
|
|
| Net assets acquired |
|
$ |
2,500 |
|
|
|