Exhibit - 99.1
Maryland (State or Other Jurisdiction of Incorporation or Organization) | 000-55190 (Commission File Number) | 27-3663988 (IRS Employer Identification No.) |
(a) | Financial Statements of Businesses Acquired. |
(b) | Pro Forma Financial Information. |
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Audited consolidated financial statements for the period from January 1, 2013 to June 27, 2013 of Ranger Predecessor | |
99.2 | Unaudited condensed consolidated financial statements for the three months ended March 31, 2013 of Ranger Predecessor | |
99.3 | Audited combined financial statements for the year ended December 31, 2013 of Eclipse Predecessor | |
99.4 | Unaudited condensed combined financial statements for the three months ended March 31, 2014 and 2013 of Eclipse Predecessor | |
99.5 | Pro forma financial information | |
NorthStar Healthcare Income, Inc. | ||
Date: July 22, 2014 | By: | /s/ Ronald J. Lieberman |
Ronald J. Lieberman | ||
Executive Vice President, General Counsel and Secretary | ||
Exhibit No. | Description | |
99.1 | Audited consolidated financial statements for the period from January 1, 2013 to June 27, 2013 of Ranger Predecessor | |
99.2 | Unaudited condensed consolidated financial statements for the three months ended March 31, 2013 of Ranger Predecessor | |
99.3 | Audited combined financial statements for the year ended December 31, 2013 of Eclipse Predecessor | |
99.4 | Unaudited condensed combined financial statements for the three months ended March 31, 2014 and 2013 of Eclipse Predecessor | |
99.5 | Pro forma financial information | |
Historical(1) | Pro Forma Adjustment | Pro Forma | ||||||||||
Revenues | ||||||||||||
Rental income | $ | 1,032 | $ | — | $ | 1,032 | ||||||
Interest income | 483 | — | 483 | |||||||||
Resident fee income | 2,932 | — | 2,932 | |||||||||
Total revenue | 4,447 | — | 4,447 | |||||||||
Expenses | ||||||||||||
Property operating expenses | 1,873 | — | 1,873 | |||||||||
Interest expense | 611 | — | 611 | |||||||||
Transaction costs | 1,680 | — | 1,680 | |||||||||
Asset management and other fees-related party | 2,166 | — | 2,166 | |||||||||
General and administrative expenses | 856 | — | 856 | |||||||||
Depreciation and amortization | 699 | — | 699 | |||||||||
Total expenses | 7,885 | — | 7,885 | |||||||||
Income (loss) from operations | (3,438 | ) | — | (3,438 | ) | |||||||
Equity in earnings (losses) of unconsolidated venture | — | 115 | (2) | 115 | ||||||||
Net income (loss) | (3,438 | ) | 115 | (3,323 | ) | |||||||
Net (income) loss attributable to non-controlling interests | 28 | — | 28 | |||||||||
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ | (3,410 | ) | $ | 115 | $ | (3,295 | ) | ||||
Net income (loss) per share of common stock, basic/diluted | $ | (0.22 | ) | $ | (0.21 | ) | ||||||
Historical(1) | Pro Forma Adjustment | Pro Forma | ||||||||||
Revenues | ||||||||||||
Rental income | $ | 488 | $ | — | $ | 488 | ||||||
Interest income | 375 | — | 375 | |||||||||
Resident fee income | 38 | — | 38 | |||||||||
Total revenue | 901 | — | 901 | |||||||||
Expenses | ||||||||||||
Property operating expenses | 24 | — | 24 | |||||||||
Interest expense | 98 | — | 98 | |||||||||
Transaction costs | 1,570 | — | 1,570 | |||||||||
Asset management and other fees-related party | 1,334 | — | 1,334 | |||||||||
General and administrative expenses | 312 | — | 312 | |||||||||
Depreciation and amortization | 132 | — | 132 | |||||||||
Total expenses | 3,470 | — | 3,470 | |||||||||
Income (loss) from operations | (2,569 | ) | — | (2,569 | ) | |||||||
Equity in earnings (losses) of unconsolidated venture | — | 549 | (2) | 549 | ||||||||
Net income (loss) | (2,569 | ) | 549 | (2,020 | ) | |||||||
Net (income) loss attributable to non-controlling interests | 10 | — | 10 | |||||||||
Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders | $ | (2,559 | ) | $ | 549 | $ | (2,010 | ) | ||||
Net income (loss) per share of common stock, basic/diluted | $ | (1.26 | ) | $ | (0.99 | ) | ||||||
Historical(5) | Pro Forma Adjustments | Pro Forma | ||||||||||
Assets | ||||||||||||
Cash | $ | 75,542 | $ | (23,400 | ) | (2) | $ | 52,142 | ||||
Restricted cash | 3,970 | — | 3,970 | |||||||||
Operating real estate, net | 136,325 | — | 136,325 | |||||||||
Investment in and advances to unconsolidated venture | — | 23,400 | (2) | 23,400 | ||||||||
Real estate debt investments, net | 25,887 | — | 25,887 | |||||||||
Receivables, net | 1,568 | — | 1,568 | |||||||||
Deferred costs, net | 2,656 | — | 2,656 | |||||||||
Other assets | 341 | — | 341 | |||||||||
Total assets | $ | 246,289 | $ | — | $ | 246,289 | ||||||
Liabilities | ||||||||||||
Mortgage notes payable | $ | 59,735 | $ | — | $ | 59,735 | ||||||
Due to related party | 1,145 | — | 1,145 | |||||||||
Escrow deposits payable | 2,980 | — | 2,980 | |||||||||
Distribution payable | 1,095 | — | 1,095 | |||||||||
Accounts payable and accrued expenses | 2,274 | — | 2,274 | |||||||||
Other liabilities | 134 | — | 134 | |||||||||
Total liabilities | 67,363 | — | 67,363 | |||||||||
Equity | ||||||||||||
NorthStar Healthcare Income, Inc. Stockholders' Equity | ||||||||||||
Preferred stock, $0.01 par value; 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2014 | — | — | — | |||||||||
Common stock, $0.01 par value; 400,000,000 shares authorized and 21,193,752 shares issued and outstanding as of March 31, 2014 | 212 | — | 212 | |||||||||
Additional paid-in capital | 187,467 | — | 187,467 | |||||||||
Retained earnings (accumulated deficit) | (9,844 | ) | — | (9,844 | ) | |||||||
Total NorthStar Healthcare Income, Inc. stockholders' equity | 177,835 | — | 177,835 | |||||||||
Non-controlling interests | 1,091 | — | 1,091 | |||||||||
Total equity | 178,926 | — | 178,926 | |||||||||
Total liabilities and equity | $ | 246,289 | $ | — | $ | 246,289 | ||||||
(1) | Represents the Company's condensed consolidated statement of operations for the three months ended March 31, 2014 and year ended December 31, 2013. |
(2) | In May 2014, the Company, through a general partnership with a subsidiary of NorthStar Realty Finance Corp., entered into a joint venture with an affiliate of Formation Capital, LLC to acquire the Properties. The Company contributed $23.4 million for an approximate 5.6% interest in the Properties. For the three months ended March 31, 2014 and year ended December 31, 2013, Ranger Predecessor and Eclipse Predecessor generated aggregate net income of $5.0 million and $13.9 million, respectively. For the three months ended March 31, 2014 and year ended December 31, 2013, the impact of adjusting for the effects of the preliminary purchase price allocation of the Properties and the removal of transaction costs resulted in net income of $2.0 million and $9.7 million, respectively. For the three months ended March 31, 2014 and year ended December 31, 2013, the Company’s proportionate interest in earnings from such investment was $0.1 million and $0.5 million, respectively. |
(3) | Represents the Company’s condensed consolidated balance sheet as of March 31, 2014. |