EX-99.5 6 exhibit-995.htm EXHIBIT Exhibit - 99.5
Exhibit - 99.5

INDEX TO PRO FORMA FINANCIAL STATEMENTS



1





NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2014 is presented as if NorthStar Healthcare Income, Inc. (the “Company”) acquired a significant equity investment in a $1.05 billion healthcare real estate portfolio comprised of over 8,500 beds across 43 senior housing and 37 skilled nursing facilities, located primarily in Florida, Illinois, Oregon and Texas (the “Properties”) on March 31, 2014.  The Properties consist of six portfolios, one portfolio acquired on June 28, 2013 (herein referred to as “Ranger Predecessor”) and five other portfolios all acquired prior to January 1, 2013 (these five portfolios for the year ended December 31, 2013, together with Ranger Predecessor from June 28, 2013 to December 31, 2013, are herein collectively referred to as “Eclipse Predecessor”).
The following unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2014 and year ended December 31, 2013 are presented as if the Company acquired its significant equity investment in the Properties on January 1, 2013. 
This unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and are not necessarily indicative of what the actual financial position or results of operations would have been had the Company completed the transaction as of the beginning of the period presented, nor is it necessarily indicative of future results.  In the opinion of the Company’s management, the pro forma condensed consolidated financial statements include all significant necessary adjustments that can be factually supported to reflect the effects of the acquisition.





























2




NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014
(In Thousands, Except Per Share Data)


 
 
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
)



















See accompanying notes to unaudited pro forma condensed consolidated financial statements.

3



NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2013
(In Thousands, Except Per Share Data)


 
 
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
)





















See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4




NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2014
(Dollars in Thousands)


 
 
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










See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5



NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(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.



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