x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
x
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New Senior Investment Group Inc.
|
Delaware
|
|
80-0912734
|
(State or other jurisdiction of incorporation
|
|
(I.R.S. Employer Identification No.)
|
or organization)
|
|
|
1345 Avenue of the Americas, New York, NY
|
|
10105
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(212) 479-3140
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
:
|
|
Name of exchange on which registered
:
|
Common stock, $0.01 par value per share: 85,447,551 shares.
|
|
New York Stock Exchange ("NYSE")
|
•
|
our ability to successfully operate as a standalone public company;
|
•
|
access to financing on favorable terms and our ability to comply with the terms of our financings;
|
•
|
our dependence on our property managers and tenants;
|
•
|
the relative spreads between the yield on the assets we invest in and the cost of financing;
|
•
|
reductions in cash flows received from our real estate investments;
|
•
|
our ability to take advantage of investment opportunities at attractive risk-adjusted prices;
|
•
|
the ability of our property managers and tenants to comply with laws, rules and regulations in the operation of our properties;
|
•
|
the ability of our property managers and tenants, as applicable, to effectively conduct their operations, maintain and improve our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents;
|
•
|
increases in costs at our senior housing properties (including, but not limited to, the costs of labor, supplies, insurance and property taxes);
|
•
|
our occupancy rates;
|
•
|
the ability and willingness of our tenants to renew their leases with us upon expiration of the leases and competition for tenants, including with respect to new leases and the renewal or rollover of existing leases;
|
•
|
our ability to reposition our properties on the same or better terms in the event of nonrenewal;
|
•
|
in the event we exercise our right to replace an existing tenant, the obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant;
|
•
|
our ability to sell properties on favorable terms, and to realize the anticipated benefits from any such dispositions;
|
•
|
availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties;
|
•
|
our ability and the ability of our property managers and tenants to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;
|
•
|
changes of federal, state and local laws and regulations relating to fraud and abuse practices, Medicaid reimbursement and licensure, etc., including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations or our property managers or tenants;
|
•
|
the ability of our property managers, tenants and their respective guarantors to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties;
|
•
|
a lack of liquidity surrounding our investments which could impede our ability to vary our portfolio in an appropriate manner;
|
•
|
changes in economic conditions generally and the real estate, senior housing and bond markets specifically;
|
•
|
the quality and size of the investment pipeline and the rate at which we can invest our cash;
|
•
|
changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;
|
•
|
the impact of any current or further legal proceedings and regulatory investigations and inquiries;
|
•
|
the impact of any material transactions with the Manager or one of its affiliates, including the impact of any actual, potential or perceived conflicts of interest;
|
•
|
our ability to maintain our qualification as a Real Estate Investment Trust ("REIT") for U.S. federal income tax purposes and the potentially onerous consequences that any failure to maintain such qualification would have on our business; and
|
•
|
our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and the fact that maintaining such exemption imposes limits on our operations.
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES
FORM 10-K
INDEX
|
||
|
|
Page
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Financial Statement Schedule
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Acquisition Date
|
|
Number of Properties
|
|
Property Type
|
|
Total Consideration (in thousands)
|
|
Debt Issued for Acquisition
(in thousands)
|
|
Debt Terms
|
|
Segment
|
|
Property Manager
|
||||
Jan 22, 2015
|
|
4
|
|
IL
|
|
$
|
36,299
|
|
|
$
|
28,470
|
|
|
7 year floating at 1M LIBOR + 2.34%
|
|
Managed Properties
|
|
Holiday (2)
Blue Harbor (2)
|
Mar 27, 2015
|
|
17
|
|
IL
|
|
461,499
|
|
|
326,815
|
|
|
7 year floating at 1M LIBOR + 2.34%
|
|
Managed Properties
|
|
Holiday
|
||
Apr 23, 2015
|
|
2
|
|
AL/MC
|
|
25,145
|
|
|
17,850
|
|
|
7 year floating at 1M LIBOR + 2.29%
|
|
Managed Properties
|
|
Thrive
|
||
May 1, 2015
|
|
1
|
|
Rental CCRC
|
|
71,799
|
|
|
52,000
|
|
|
3 year floating at 3M LIBOR + 3.00%
|
|
Triple Net Lease Properties
|
|
N/A
|
||
Aug 12, 2015
|
|
28
|
|
IL
|
|
632,238
|
|
|
464,680
|
|
|
10 year fixed at 4.25%
|
|
Managed Properties
|
|
Holiday
|
||
Oct 1, 2015
|
|
2
|
|
AL/MC
|
|
39,573
|
|
|
26,000
|
|
|
5 year floating at 1M LIBOR + 2.70%
|
|
Managed Properties
|
|
Thrive
|
||
|
|
54
|
|
|
|
$
|
1,266,553
|
|
|
$
|
915,815
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
Real Estate Investments
(A)
as of December 31, 2015
|
|
Revenues for the Year Ended December 31, 2015
|
|
|
|||||||||||||||||
Operating Model
|
Number of Communities
|
|
Number of Beds
|
|
Real Estate Investments
|
|
Percent of Total Real Estate Investment
|
|
Real Estate Investment per Bed
|
|
Total Revenues
(B)
|
|
Percent of Total Revenues
|
|
Number of States
|
|||||||||||
Managed Properties
|
96
|
|
|
11,544
|
|
|
$
|
1,841,636
|
|
|
59.4
|
%
|
|
$
|
160
|
|
|
$
|
277,324
|
|
|
71.4
|
%
|
|
33
|
|
Triple Net Lease Properties
|
58
|
|
|
7,538
|
|
|
1,258,209
|
|
|
40.6
|
%
|
|
$
|
167
|
|
|
111,154
|
|
|
28.6
|
%
|
|
24
|
|
||
Total
|
154
|
|
|
19,082
|
|
|
$
|
3,099,845
|
|
|
100.0
|
%
|
|
|
|
|
$
|
388,478
|
|
|
100.0
|
%
|
|
37
|
|
(dollars in thousands)
|
|
|
|
|
Real Estate Investments
(A)
as of December 31, 2014
|
|
Revenues for the Year Ended December 31, 2014
|
|
|
|||||||||||||||||
Operating Model
|
Number of Communities
|
|
Number of Beds
|
|
Real Estate Investments
|
|
Percent of Total Real Estate Investment
|
|
Real Estate Investment per Bed
|
|
Total Revenues
(B)
|
|
Percent of Total Revenues
|
|
Number of States
|
|||||||||||
Managed Properties
|
43
|
|
|
5,362
|
|
|
$
|
632,486
|
|
|
34.8
|
%
|
|
$
|
118
|
|
|
$
|
156,993
|
|
|
61.6
|
%
|
|
17
|
|
Triple Net Lease Properties
|
57
|
|
|
7,074
|
|
|
1,185,058
|
|
|
65.2
|
%
|
|
$
|
168
|
|
|
97,992
|
|
|
38.4
|
%
|
|
24
|
|
||
Total
|
100
|
|
|
12,436
|
|
|
$
|
1,817,544
|
|
|
100.0
|
%
|
|
|
|
$
|
254,985
|
|
|
100.0
|
%
|
|
27
|
|
(A)
|
Real estate investments represent the carrying value of real estate excluding accumulated depreciation and amortization.
|
(B)
|
Revenues relate to the period the properties were owned by us in a calendar year and, therefore, are not indicative of full-year results for all properties.
|
|
|
Managed Properties
|
|
Triple Net Lease Properties
|
|
Total
|
|||||||||||||||||||||
Location
|
|
Number of
Communities |
|
Number of
Beds |
|
% of Revenue
|
|
Number of
Communities |
|
Number of
Beds |
|
% of Revenue
|
|
Number of
Communities |
|
Number of
Beds |
|
% of Revenue
|
|||||||||
Arizona
|
|
1
|
|
|
108
|
|
|
1.2
|
%
|
|
1
|
|
|
115
|
|
|
0.3
|
%
|
|
2
|
|
|
223
|
|
|
1.5
|
%
|
Arkansas
|
|
1
|
|
|
113
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
113
|
|
|
0.3
|
%
|
California
|
|
10
|
|
|
1,121
|
|
|
8.2
|
%
|
|
2
|
|
|
235
|
|
|
1.1
|
%
|
|
12
|
|
|
1,356
|
|
|
9.3
|
%
|
Colorado
|
|
1
|
|
|
119
|
|
|
0.3
|
%
|
|
4
|
|
|
439
|
|
|
1.5
|
%
|
|
5
|
|
|
558
|
|
|
1.8
|
%
|
Connecticut
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2
|
|
|
276
|
|
|
1.3
|
%
|
|
2
|
|
|
276
|
|
|
1.3
|
%
|
Florida
|
|
23
|
|
|
3,099
|
|
|
19.4
|
%
|
|
3
|
|
|
370
|
|
|
1.5
|
%
|
|
26
|
|
|
3,469
|
|
|
20.9
|
%
|
Georgia
|
|
2
|
|
|
194
|
|
|
0.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2
|
|
|
194
|
|
|
0.9
|
%
|
Hawaii
|
|
1
|
|
|
122
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
122
|
|
|
0.5
|
%
|
Idaho
|
|
1
|
|
|
121
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
121
|
|
|
1.7
|
%
|
Illinois
|
|
1
|
|
|
66
|
|
|
0.9
|
%
|
|
1
|
|
|
111
|
|
|
0.4
|
%
|
|
2
|
|
|
177
|
|
|
1.3
|
%
|
Indiana
|
|
1
|
|
|
114
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
114
|
|
|
0.3
|
%
|
Iowa
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2
|
|
|
215
|
|
|
0.6
|
%
|
|
2
|
|
|
215
|
|
|
0.6
|
%
|
Kansas
|
|
1
|
|
|
117
|
|
|
0.3
|
%
|
|
2
|
|
|
238
|
|
|
0.9
|
%
|
|
3
|
|
|
355
|
|
|
1.2
|
%
|
Kentucky
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
117
|
|
|
0.6
|
%
|
|
1
|
|
|
117
|
|
|
0.6
|
%
|
Louisiana
|
|
1
|
|
|
117
|
|
|
0.5
|
%
|
|
1
|
|
|
103
|
|
|
0.2
|
%
|
|
2
|
|
|
220
|
|
|
0.7
|
%
|
Massachusetts
|
|
2
|
|
|
253
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2
|
|
|
253
|
|
|
1.0
|
%
|
Michigan
|
|
3
|
|
|
420
|
|
|
1.9
|
%
|
|
1
|
|
|
121
|
|
|
0.4
|
%
|
|
4
|
|
|
541
|
|
|
2.3
|
%
|
Mississippi
|
|
1
|
|
|
67
|
|
|
0.6
|
%
|
|
1
|
|
|
93
|
|
|
0.2
|
%
|
|
2
|
|
|
160
|
|
|
0.8
|
%
|
Missouri
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3
|
|
|
320
|
|
|
1.5
|
%
|
|
3
|
|
|
320
|
|
|
1.5
|
%
|
Montana
|
|
1
|
|
|
127
|
|
|
0.3
|
%
|
|
1
|
|
|
115
|
|
|
0.4
|
%
|
|
2
|
|
|
242
|
|
|
0.7
|
%
|
Nebraska
|
|
1
|
|
|
115
|
|
|
0.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
115
|
|
|
0.5
|
%
|
Nevada
|
|
1
|
|
|
174
|
|
|
0.4
|
%
|
|
1
|
|
|
121
|
|
|
0.5
|
%
|
|
2
|
|
|
295
|
|
|
0.9
|
%
|
New Hampshire
|
|
4
|
|
|
261
|
|
|
2.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
4
|
|
|
261
|
|
|
2.8
|
%
|
New York
|
|
1
|
|
|
118
|
|
|
1.0
|
%
|
|
2
|
|
|
234
|
|
|
1.2
|
%
|
|
3
|
|
|
352
|
|
|
2.2
|
%
|
North Carolina
|
|
7
|
|
|
911
|
|
|
4.5
|
%
|
|
2
|
|
|
240
|
|
|
1.2
|
%
|
|
9
|
|
|
1,151
|
|
|
5.7
|
%
|
Ohio
|
|
3
|
|
|
352
|
|
|
2.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3
|
|
|
352
|
|
|
2.0
|
%
|
Oklahoma
|
|
1
|
|
|
120
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
120
|
|
|
0.6
|
%
|
Oregon
|
|
4
|
|
|
388
|
|
|
3.3
|
%
|
|
6
|
|
|
600
|
|
|
2.2
|
%
|
|
10
|
|
|
988
|
|
|
5.5
|
%
|
Pennsylvania
|
|
3
|
|
|
406
|
|
|
3.6
|
%
|
|
4
|
|
|
808
|
|
|
2.7
|
%
|
|
7
|
|
|
1,214
|
|
|
6.3
|
%
|
South Carolina
|
|
1
|
|
|
120
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
120
|
|
|
0.3
|
%
|
South Dakota
|
|
1
|
|
|
114
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
114
|
|
|
0.3
|
%
|
Tennessee
|
|
3
|
|
|
235
|
|
|
1.1
|
%
|
|
1
|
|
|
109
|
|
|
0.3
|
%
|
|
4
|
|
|
344
|
|
|
1.4
|
%
|
Texas
|
|
5
|
|
|
744
|
|
|
5.5
|
%
|
|
14
|
|
|
2,205
|
|
|
8.0
|
%
|
|
19
|
|
|
2,949
|
|
|
13.5
|
%
|
Utah
|
|
5
|
|
|
590
|
|
|
4.7
|
%
|
|
1
|
|
|
117
|
|
|
0.5
|
%
|
|
6
|
|
|
707
|
|
|
5.2
|
%
|
Virginia
|
|
2
|
|
|
232
|
|
|
0.9
|
%
|
|
1
|
|
|
120
|
|
|
0.6
|
%
|
|
3
|
|
|
352
|
|
|
1.5
|
%
|
Washington
|
|
2
|
|
|
270
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2
|
|
|
270
|
|
|
1.3
|
%
|
Wisconsin
|
|
1
|
|
|
116
|
|
|
0.3
|
%
|
|
1
|
|
|
116
|
|
|
0.5
|
%
|
|
2
|
|
|
232
|
|
|
0.8
|
%
|
Total
|
|
96
|
|
|
11,544
|
|
|
71.4
|
%
|
|
58
|
|
|
7,538
|
|
|
28.6
|
%
|
|
154
|
|
|
19,082
|
|
|
100.0
|
%
|
•
|
certain of the financial results in this Form 10-K do not reflect all of the expenses we will incur as a public company;
|
•
|
the working capital requirements and capital for general corporate purposes for our assets were satisfied prior to the spin-off as part of Newcastle’s corporate-wide cash management policies. Newcastle is not required, and does not intend, to provide us with funds to finance our working capital or other cash requirements, so we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements; and
|
•
|
our cost structure, management, financing and business operations are significantly different as a result of operating as an independent public company. These changes result in increased costs, including, but not limited to, fees paid to our Manager, legal, accounting, compliance and other costs associated with being a public company with equity securities traded on the NYSE.
|
•
|
general availability of credit and market conditions, including rising interest rates and increasing borrowing costs;
|
•
|
the market price of the shares of our equity securities and the credit ratings of our debt and preferred securities;
|
•
|
the market’s perception of our growth potential, compliance with applicable laws and our current and potential future earnings and cash distributions;
|
•
|
our degree of financial leverage and operational flexibility;
|
•
|
the financing integrity of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us, and our inability to replace the financing commitment of any such lender on favorable terms, or at all;
|
•
|
the stability in the market value of our properties;
|
•
|
the financial performance and general market perception of our property managers and tenants;
|
•
|
changes in the credit ratings on United States government debt securities or default or delay in payment by the United States of its obligations; and
|
•
|
issues facing the healthcare industry, including, but not limited to, healthcare reform and changes in government reimbursement policies.
|
•
|
part of the income and gain recognized by certain qualified employee pension trusts with respect to our stock may be treated as unrelated business taxable income if shares of our stock are predominantly held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income; and
|
•
|
part of the income and gain recognized by a tax-exempt investor with respect to our stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the stock.
|
•
|
a shift in our investor base;
|
•
|
our quarterly or annual earnings, or those of other comparable companies;
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of significant investments, acquisitions or dispositions;
|
•
|
the failure of securities analysts to cover our common stock;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
overall market fluctuations; and
|
•
|
general economic conditions.
|
•
|
a classified board of directors with staggered three-year terms;
|
•
|
amendment of provisions in our certificate of incorporation and bylaws regarding the election of directors, classes of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;
|
•
|
amendment of provisions in our certificate of incorporation regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;
|
•
|
removal of directors only for cause and only with the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote in the election of directors;
|
•
|
our board of directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval;
|
•
|
advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; and
|
•
|
a prohibition, in our certificate of incorporation, stating that no holder of shares of our common stock will have cumulative voting rights in the election of directors, which means that the holders of a majority of the issued and outstanding shares of common stock can elect all the directors standing for election.
|
|
Period Ending
|
||||||||||||||||
Index
|
11/07/14
|
|
12/31/14
|
|
03/31/15
|
|
06/30/15
|
|
09/30/15
|
|
12/31/15
|
||||||
New Senior Investment Group Inc.
|
100.00
|
|
|
86.42
|
|
|
87.37
|
|
|
72.44
|
|
|
56.67
|
|
|
54.93
|
|
S&P 500 Index
|
100.00
|
|
|
101.64
|
|
|
102.61
|
|
|
102.90
|
|
|
96.27
|
|
|
103.05
|
|
MSCI US REIT Index
|
100.00
|
|
|
104.12
|
|
|
109.06
|
|
|
97.67
|
|
|
99.69
|
|
|
106.74
|
|
SNL US REIT Healthcare Index
|
100.00
|
|
|
104.84
|
|
|
108.13
|
|
|
92.69
|
|
|
94.75
|
|
|
97.21
|
|
2015
|
|
High
|
|
Low
|
|
Last Sale
|
|
Distributions Declared
|
||||||||
First Quarter
|
|
$
|
17.65
|
|
|
$
|
16.25
|
|
|
$
|
16.63
|
|
|
$
|
—
|
|
Second Quarter
|
|
16.72
|
|
|
13.24
|
|
|
13.37
|
|
|
0.49
|
|
||||
Third Quarter
|
|
13.75
|
|
|
9.95
|
|
|
10.46
|
|
|
—
|
|
||||
Fourth Quarter
|
|
$
|
11.53
|
|
|
$
|
8.68
|
|
|
$
|
9.86
|
|
|
$
|
0.26
|
|
2014
|
|
High
|
|
Low
|
|
Last Sale
|
|
Distributions Declared
|
||||||||
Fourth Quarter
(A)
|
|
$
|
19.30
|
|
|
$
|
16.45
|
|
|
$
|
16.45
|
|
|
$
|
0.23
|
|
(A)
|
On November 6, 2014, we completed our spin-off from Newcastle. The November 7, 2014 closing price of our common stock on the NYSE was $19.30.
|
Period
|
|
Total Number of Shares (or Units) Purchased (#)
|
|
Average Price Paid per Share (or Unit) ($)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (#)
|
|
Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs ($)
|
||||||
October 1 - October 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1 - November 30, 2015
|
|
25,411
|
|
|
9.99
|
|
|
—
|
|
|
—
|
|
||
December 1 - December 31, 2015
|
|
1,112,000
|
|
|
9.22
|
|
|
1,112,000
|
|
|
89,747,360
|
|
||
Total
|
|
1,137,411
|
|
|
$
|
9.24
|
|
|
1,112,000
|
|
|
$
|
89,747,360
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options
(A)
|
|
Weighted Average Strike Price of Outstanding Options
|
|
Number of Securities Remaining Available for Future Issuance Under the Plan
(B)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
Nonqualified stock option and incentive award plan
|
|
2,031,409
|
|
|
$
|
13.78
|
|
|
27,967,221
|
|
Total approved
|
|
2,031,409
|
|
|
$
|
13.78
|
|
|
27,967,221
|
|
(A)
|
The number of securities to be issued upon exercise of outstanding options does not include 5,500,599 options that were converted into New Senior options at the spin-off. The options in the table include 2,011,409 options granted to the Manager in connection with the public equity offering in June 2015 and 20,000 options granted to our non-employee directors in 2014. See Note 13 to the Consolidated Financial Statements for additional information.
|
(B)
|
No awards shall be granted on or after November 6, 2024 (but awards granted may extend beyond this date). The number of securities remaining available for future issuance is net of an aggregate of 1,370 shares of our common stock issued to a director as compensation.
|
(dollars in thousands, except share data)
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Period from July 18, 2012 to December 31, 2012
|
|
|
Period from January 1, 2012 to July 17, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Resident fees and services
|
$
|
277,324
|
|
|
$
|
156,993
|
|
|
$
|
83,218
|
|
|
$
|
18,000
|
|
|
|
$
|
19,680
|
|
|
$
|
36,419
|
|
Rental revenue
|
111,154
|
|
|
97,992
|
|
|
1,918
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Total revenues
|
388,478
|
|
|
254,985
|
|
|
85,136
|
|
|
18,000
|
|
|
|
19,680
|
|
|
36,419
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property operating expense
|
189,543
|
|
|
112,242
|
|
|
59,726
|
|
|
13,011
|
|
|
|
13,778
|
|
|
25,512
|
|
||||||
Depreciation and amortization
|
160,318
|
|
|
103,279
|
|
|
26,933
|
|
|
5,784
|
|
|
|
1,203
|
|
|
2,418
|
|
||||||
Interest expense
|
75,021
|
|
|
57,026
|
|
|
10,589
|
|
|
1,767
|
|
|
|
2,534
|
|
|
—
|
|
||||||
Acquisition, transaction, and integration expense
|
13,444
|
|
|
14,295
|
|
|
13,294
|
|
|
6,037
|
|
|
|
—
|
|
|
4,699
|
|
||||||
Management fee to affiliate
|
14,279
|
|
|
8,470
|
|
|
1,796
|
|
|
464
|
|
|
|
—
|
|
|
—
|
|
||||||
General and administrative expense
|
15,233
|
|
|
7,416
|
|
|
2,188
|
|
|
274
|
|
|
|
20
|
|
|
16
|
|
||||||
Loss on extinguishment of debt
|
5,091
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Other expense (income)
|
1,629
|
|
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Total expenses
|
$
|
474,558
|
|
|
$
|
301,228
|
|
|
$
|
114,526
|
|
|
$
|
27,337
|
|
|
|
$
|
17,535
|
|
|
$
|
32,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) Income Before Income Taxes
|
(86,080
|
)
|
|
(46,243
|
)
|
|
(29,390
|
)
|
|
(9,337
|
)
|
|
|
2,145
|
|
|
3,774
|
|
||||||
Income tax (benefit) expense
|
(3,655
|
)
|
|
160
|
|
|
656
|
|
|
150
|
|
|
|
—
|
|
|
—
|
|
||||||
Net (Loss) Income
|
$
|
(82,425
|
)
|
|
$
|
(46,403
|
)
|
|
$
|
(30,046
|
)
|
|
$
|
(9,487
|
)
|
|
|
$
|
2,145
|
|
|
$
|
3,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income per share of common stock, basis and diluted
|
$
|
(1.08
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.14
|
)
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average number of shares of common stock outstanding, basic and diluted
|
76,601,161
|
|
|
66,400,914
|
|
|
66,399,857
|
|
|
66,399,857
|
|
|
|
66,399,857
|
|
|
66,399,857
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends declared per share of common stock
|
$
|
0.75
|
|
|
$
|
0.23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(dollars in thousands)
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Period from July 18, 2012 to December 31, 2012
|
|
|
Period from January 1, 2012 to July 17, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
$
|
69,502
|
|
|
$
|
46,611
|
|
|
$
|
42,532
|
|
|
$
|
(1,486
|
)
|
|
|
$
|
3,076
|
|
|
$
|
6,973
|
|
Investing activities
|
(1,277,278
|
)
|
|
(331,858
|
)
|
|
(1,253,174
|
)
|
|
(44,411
|
)
|
|
|
(251
|
)
|
|
(1,092
|
)
|
||||||
Financing activities
|
$
|
1,098,280
|
|
|
$
|
481,231
|
|
|
$
|
1,231,315
|
|
|
$
|
55,617
|
|
|
|
$
|
(2,955
|
)
|
|
$
|
(6,331
|
)
|
(dollars in thousands)
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
December 31,
|
|
|
December 31, 2011
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|
|||||||||||
Total assets
|
$
|
3,017,459
|
|
|
$
|
1,966,159
|
|
|
$
|
1,507,616
|
|
|
$
|
194,080
|
|
|
|
$
|
46,124
|
|
Total mortgage notes payable, net
|
2,151,317
|
|
|
1,223,224
|
|
|
1,035,193
|
|
|
118,275
|
|
|
|
69,810
|
|
|||||
Total liabilities
|
2,250,134
|
|
|
1,317,623
|
|
|
1,099,781
|
|
|
124,376
|
|
|
|
73,309
|
|
|||||
Total equity
|
$
|
767,325
|
|
|
$
|
648,536
|
|
|
$
|
407,835
|
|
|
$
|
69,704
|
|
|
|
$
|
(27,185
|
)
|
|
As of and for the year ended December 31,
|
||||
|
2015
|
|
2014
|
||
Total properties
|
96
|
|
|
43
|
|
Total beds
|
11,544
|
|
|
5,362
|
|
Average occupancy rate
|
86.6
|
%
|
|
83.5
|
%
|
(dollars in thousands)
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
Managed Properties
|
|
|
|
|
|
|
|
|||||||
Resident fees and services
|
$
|
156,993
|
|
|
$
|
83,218
|
|
|
$
|
73,775
|
|
|
88.7
|
%
|
Property operating expense
|
112,242
|
|
|
59,726
|
|
|
52,516
|
|
|
87.9
|
%
|
|||
Segment NOI for Managed Properties
|
44,751
|
|
|
23,492
|
|
|
21,259
|
|
|
90.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||
Triple Net Lease Properties
|
|
|
|
|
|
|
|
|
|
|||||
Rental revenue
|
97,992
|
|
|
1,918
|
|
|
96,074
|
|
|
NM
|
|
|||
Segment NOI for Triple Net Lease Properties
|
$
|
97,992
|
|
|
$
|
1,918
|
|
|
$
|
96,074
|
|
|
NM
|
|
(dollars in thousands)
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percentage
|
|||||||
Total revenue
|
$
|
254,985
|
|
|
$
|
85,136
|
|
|
$
|
169,849
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment NOI for Managed Properties
|
44,751
|
|
|
23,492
|
|
|
21,259
|
|
|
90.5
|
%
|
|||
Segment NOI for Triple Net Lease Properties
|
97,992
|
|
|
1,918
|
|
|
96,074
|
|
|
NM
|
|
|||
Total Segment NOI
|
142,743
|
|
|
25,410
|
|
|
117,333
|
|
|
NM
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
103,279
|
|
|
26,933
|
|
|
76,346
|
|
|
NM
|
|
|||
Interest expense
|
57,026
|
|
|
10,589
|
|
|
46,437
|
|
|
NM
|
|
|||
Acquisition, transaction and integration expense
|
14,295
|
|
|
13,294
|
|
|
1,001
|
|
|
7.5
|
%
|
|||
Management fee to affiliate
|
8,470
|
|
|
1,796
|
|
|
6,674
|
|
|
NM
|
|
|||
General and administrative expense
|
7,416
|
|
|
2,188
|
|
|
5,228
|
|
|
NM
|
|
|||
Other expense (income)
|
(1,500
|
)
|
|
—
|
|
|
(1,500
|
)
|
|
NM
|
|
|||
Income tax expense
|
160
|
|
|
656
|
|
|
(496
|
)
|
|
(75.6
|
)%
|
|||
Net loss
|
$
|
(46,403
|
)
|
|
$
|
(30,046
|
)
|
|
$
|
(16,357
|
)
|
|
54.4
|
%
|
|
As of and for the year ended December 31,
|
||||
|
2014
|
|
2013
|
||
Total properties
|
43
|
|
|
33
|
|
Total beds
|
5,362
|
|
|
4,453
|
|
Average occupancy rate
|
83.5
|
%
|
|
82.5
|
%
|
•
|
Access to Financing
: Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with covenant terms, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto and the relative attractiveness of alternative investment or lending opportunities.
|
•
|
Impact of Expected Additional Borrowings or Sales of Assets on Cash Flows
: The availability and timing of and proceeds from additional borrowings may be different than expected or may not occur as expected. The timing of any sale of assets, and the proceeds from any such sales, are unpredictable and may vary materially from an asset's estimated fair value and carrying value.
|
•
|
Compliance with Debt Obligations
: Our financings subject us to a number of obligations, and a failure to satisfy certain obligations could give rise to a requirement to prepay outstanding debt or result in an event of default and the acceleration of the maturity date for repayment.
|
(dollars in thousands)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
||||||
Operating activities
|
$
|
69,502
|
|
|
$
|
46,611
|
|
|
$
|
42,532
|
|
Investing activities
|
(1,277,278
|
)
|
|
(331,858
|
)
|
|
(1,253,174
|
)
|
|||
Financing activities
|
1,098,280
|
|
|
481,231
|
|
|
1,231,315
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(109,496
|
)
|
|
195,984
|
|
|
20,673
|
|
|||
Cash and Cash Equivalents, Beginning of Period
|
226,377
|
|
|
30,393
|
|
|
9,720
|
|
|||
Cash and Cash Equivalents, End of Period
|
$
|
116,881
|
|
|
$
|
226,377
|
|
|
$
|
30,393
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|||||||||
Mortgage notes payable
(A)
|
$
|
16,240
|
|
|
127,312
|
|
|
114,826
|
|
|
128,593
|
|
|
66,124
|
|
|
1,733,644
|
|
|
$
|
2,186,739
|
|
(A)
|
These amounts include only scheduled principal repayments. See Note 8 to the Consolidated Financial Statements for further information about interest rates.
|
(dollars in thousands)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
$
|
(82,425
|
)
|
|
$
|
(46,403
|
)
|
|
$
|
(30,046
|
)
|
Depreciation and amortization
|
160,318
|
|
|
103,279
|
|
|
26,933
|
|
|||
FFO
|
77,893
|
|
|
56,876
|
|
|
(3,113
|
)
|
|||
Acquisition, transaction and integration expense
|
13,444
|
|
|
14,295
|
|
|
13,294
|
|
|||
Loss on extinguishment of debt
|
5,091
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income)
(A)
|
1,629
|
|
|
(1,500
|
)
|
|
—
|
|
|||
Normalized FFO
|
$
|
98,057
|
|
|
$
|
69,671
|
|
|
$
|
10,181
|
|
(A)
|
Primarily includes changes in the fair value of contingent consideration and financial instruments and restructuring expenses.
|
(dollars in thousands)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
$
|
(82,425
|
)
|
|
$
|
(46,403
|
)
|
|
$
|
(30,046
|
)
|
Interest expense
|
75,021
|
|
|
57,026
|
|
|
10,589
|
|
|||
Income tax (benefit) expense
|
(3,655
|
)
|
|
160
|
|
|
656
|
|
|||
Depreciation and amortization
|
160,318
|
|
|
103,279
|
|
|
26,933
|
|
|||
Acquisition, transaction and integration expense
|
13,444
|
|
|
14,295
|
|
|
13,294
|
|
|||
Loss on extinguishment of debt
|
5,091
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income)
(A)
|
1,629
|
|
|
(1,500
|
)
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
169,423
|
|
|
$
|
126,857
|
|
|
$
|
21,426
|
|
(A)
|
Primarily includes changes in the fair value of contingent consideration and financial instruments and restructuring expenses.
|
•
|
Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with the terms of our current credit and derivative arrangements, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending opportunities.
|
•
|
Real estate investments are relatively illiquid, and our ability to quickly sell or exchange our properties in response to changes in economic or other conditions is limited. In the event we desire or need to sell any of our properties, the value of those properties and our ability to sell at a price or on terms acceptable to us could be adversely affected by a downturn in the real estate industry or any weakness in the senior housing and healthcare industries. We cannot assure you that we will recognize the full value of any property that we sell for liquidity or other reasons, and the inability to respond quickly to changes in the performance of our investments could adversely affect our business, results of operations and financial condition.
|
•
|
Because we derive substantially all of our revenues from triple net lease and managed property tenants and operators, any inability or unwillingness by these tenants and operators to satisfy their respective obligations to us or to renew their leases with us upon expiration of the terms thereof could have a material adverse effect on our liquidity, financial condition, our ability to service our indebtedness and to make distributions to our stockholders.
|
•
|
To comply with the 90% distribution requirement applicable to REITs and to avoid income and excise taxes, we must make distributions to our stockholders. Such distributions will limit our liquidity to finance investments, acquisitions and new developments and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders. Although we do not anticipate any inability to satisfy the REIT distribution requirement, from time to time, we may not have sufficient cash or other liquid assets to do so. For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur or we decide to retain cash or to distribute such greater amount as may be necessary to avoid income and excise taxation, we may seek to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements. Any of these actions may require us to raise additional capital to meet our obligations; however, limitations on our ability to access capital, as described above, could have an adverse effect on our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy. The terms of the instruments governing our existing indebtedness restrict our ability to engage in certain types of these transactions.
|
|
Page
|
Index to Consolidated Financial Statements:
|
|
Financial Statement Schedule
|
|
|
December 31,
|
||||||
Assets
|
2015
|
|
2014
|
||||
Real estate investments:
|
|
|
|
||||
Land
|
$
|
222,795
|
|
|
$
|
138,799
|
|
Buildings, improvements and other
|
2,568,133
|
|
|
1,500,130
|
|
||
Accumulated depreciation
|
(129,788
|
)
|
|
(56,988
|
)
|
||
Net real estate property
|
2,661,140
|
|
|
1,581,941
|
|
||
Acquired lease and other intangible assets
|
308,917
|
|
|
178,615
|
|
||
Accumulated amortization
|
(166,714
|
)
|
|
(79,021
|
)
|
||
Net real estate intangibles
|
142,203
|
|
|
99,594
|
|
||
Net real estate investments
|
2,803,343
|
|
|
1,681,535
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
116,881
|
|
|
226,377
|
|
||
Straight-line rent receivables
|
51,916
|
|
|
26,454
|
|
||
Receivables and other assets, net
|
45,319
|
|
|
31,793
|
|
||
Total Assets
|
$
|
3,017,459
|
|
|
$
|
1,966,159
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
2,151,317
|
|
|
$
|
1,223,224
|
|
Due to affiliates
|
9,644
|
|
|
6,882
|
|
||
Dividends payable
|
—
|
|
|
15,276
|
|
||
Accrued expenses and other liabilities
|
89,173
|
|
|
72,241
|
|
||
Total Liabilities
|
$
|
2,250,134
|
|
|
$
|
1,317,623
|
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred Stock $0.01 par value, 100,000,000 shares authorized and none outstanding as of both December 31, 2015 and 2014
|
$
|
—
|
|
|
$
|
—
|
|
Common stock $0.01 par value, 2,000,000,000 shares authorized, 85,447,551 and 66,415,415 shares issued and outstanding as of December 31, 2015 and 2014, respectively
|
854
|
|
|
664
|
|
||
Additional paid-in capital
|
928,654
|
|
|
672,587
|
|
||
Accumulated deficit
|
(162,183
|
)
|
|
(24,715
|
)
|
||
Total Equity
|
$
|
767,325
|
|
|
$
|
648,536
|
|
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
3,017,459
|
|
|
$
|
1,966,159
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Resident fees and services
|
$
|
277,324
|
|
|
$
|
156,993
|
|
|
$
|
83,218
|
|
Rental revenue
|
111,154
|
|
|
97,992
|
|
|
1,918
|
|
|||
Total revenues
|
388,478
|
|
|
254,985
|
|
|
85,136
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Property operating expense
|
189,543
|
|
|
112,242
|
|
|
59,726
|
|
|||
Depreciation and amortization
|
160,318
|
|
|
103,279
|
|
|
26,933
|
|
|||
Interest expense
|
75,021
|
|
|
57,026
|
|
|
10,589
|
|
|||
Acquisition, transaction, and integration expense
|
13,444
|
|
|
14,295
|
|
|
13,294
|
|
|||
Management fee to affiliate
|
14,279
|
|
|
8,470
|
|
|
1,796
|
|
|||
General and administrative expense
|
15,233
|
|
|
7,416
|
|
|
2,188
|
|
|||
Loss on extinguishment of debt
|
5,091
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income)
|
1,629
|
|
|
(1,500
|
)
|
|
—
|
|
|||
Total expenses
|
$
|
474,558
|
|
|
$
|
301,228
|
|
|
$
|
114,526
|
|
|
|
|
|
|
|
||||||
Loss Before Income Taxes
|
(86,080
|
)
|
|
(46,243
|
)
|
|
(29,390
|
)
|
|||
Income tax (benefit) expense
|
(3,655
|
)
|
|
160
|
|
|
656
|
|
|||
Net Loss
|
$
|
(82,425
|
)
|
|
$
|
(46,403
|
)
|
|
$
|
(30,046
|
)
|
|
|
|
|
|
|
||||||
Loss Per Share of Common Stock
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.08
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(0.45
|
)
|
|
|
|
|
|
|
||||||
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
||||||
Basic and diluted
|
76,601,161
|
|
|
66,400,914
|
|
|
66,399,857
|
|
|||
|
|
|
|
|
|
||||||
Dividends Declared Per Share of Common Stock
|
$
|
0.75
|
|
|
$
|
0.23
|
|
|
$
|
—
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
Accumulated Deficit
|
|
Additional Paid-in Capital
|
|
Total Equity
|
|||||||||
Equity at December 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,704
|
|
|
$
|
69,704
|
|
Capital contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397,015
|
|
|
397,015
|
|
||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,838
|
)
|
|
(28,838
|
)
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,046
|
)
|
|
(30,046
|
)
|
||||
Equity at December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
407,835
|
|
|
$
|
407,835
|
|
Capital contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
461,218
|
|
|
461,218
|
|
||||
Capital distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,980
|
)
|
|
(158,980
|
)
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,964
|
)
|
|
(36,964
|
)
|
||||
Effect of New Senior spin-off
|
|
66,399,857
|
|
|
664
|
|
|
—
|
|
|
(664
|
)
|
|
—
|
|
||||
Equity at November 7, 2014
|
|
66,399,857
|
|
|
$
|
664
|
|
|
$
|
—
|
|
|
$
|
672,445
|
|
|
$
|
673,109
|
|
Exercise of stock options
|
|
14,188
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
||||
Director's shares issued
|
|
1,370
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
(15,276
|
)
|
|
—
|
|
|
(15,276
|
)
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
(9,439
|
)
|
|
—
|
|
|
(9,439
|
)
|
||||
Equity at December 31, 2014
|
|
66,415,415
|
|
|
$
|
664
|
|
|
$
|
(24,715
|
)
|
|
$
|
672,587
|
|
|
$
|
648,536
|
|
Issuance of common stock, net
|
|
20,114,090
|
|
|
201
|
|
|
—
|
|
|
266,312
|
|
|
266,513
|
|
||||
Repurchase of common stock
|
|
(1,112,000
|
)
|
|
(11
|
)
|
|
—
|
|
|
(10,262
|
)
|
|
(10,273
|
)
|
||||
Exercise of stock options
|
|
30,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of stock options issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
(55,043
|
)
|
|
—
|
|
|
(55,043
|
)
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
(82,425
|
)
|
|
—
|
|
|
(82,425
|
)
|
||||
Equity at December 31, 2015
|
|
85,447,551
|
|
|
$
|
854
|
|
|
$
|
(162,183
|
)
|
|
$
|
928,654
|
|
|
$
|
767,325
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(82,425
|
)
|
|
$
|
(46,403
|
)
|
|
$
|
(30,046
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of tangible assets and amortization of intangible assets
|
160,460
|
|
|
103,398
|
|
|
26,933
|
|
|||
Amortization of deferred financing costs
|
9,320
|
|
|
8,331
|
|
|
896
|
|
|||
Amortization of deferred community fees
|
(1,141
|
)
|
|
(1,420
|
)
|
|
(404
|
)
|
|||
Amortization of premium on mortgage notes payable
|
77
|
|
|
850
|
|
|
344
|
|
|||
Non-cash straight-line rent
|
(25,462
|
)
|
|
(25,932
|
)
|
|
(522
|
)
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
(1,500
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
5,091
|
|
|
—
|
|
|
—
|
|
|||
Equity-based compensation
|
17
|
|
|
—
|
|
|
—
|
|
|||
Provision for bad debt
|
2,105
|
|
|
922
|
|
|
314
|
|
|||
Unrealized loss on interest rate caps
|
964
|
|
|
—
|
|
|
—
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Receivables and other assets, net
|
(14,868
|
)
|
|
(6,053
|
)
|
|
(9,087
|
)
|
|||
Due to affiliates
|
2,762
|
|
|
989
|
|
|
4,011
|
|
|||
Accrued expenses and other liabilities
|
12,602
|
|
|
13,429
|
|
|
50,093
|
|
|||
Net cash provided by operating activities
|
$
|
69,502
|
|
|
$
|
46,611
|
|
|
$
|
42,532
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of deposits
|
$
|
(1,251,343
|
)
|
|
$
|
(314,935
|
)
|
|
$
|
(1,249,167
|
)
|
Capital expenditures
|
(11,411
|
)
|
|
(8,538
|
)
|
|
(3,502
|
)
|
|||
Funds reserved for future capital expenditures
|
(3,169
|
)
|
|
(3,530
|
)
|
|
—
|
|
|||
Deposits paid for real estate investments
|
(11,355
|
)
|
|
(4,855
|
)
|
|
(505
|
)
|
|||
Net cash used in investing activities
|
$
|
(1,277,278
|
)
|
|
$
|
(331,858
|
)
|
|
$
|
(1,253,174
|
)
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Proceeds from mortgage notes payable
|
$
|
1,248,252
|
|
|
$
|
195,144
|
|
|
$
|
904,509
|
|
Principal payments of mortgage notes payable
|
(15,599
|
)
|
|
(13,736
|
)
|
|
(746
|
)
|
|||
Repayments of mortgage notes payable
|
(304,484
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of exit fee on extinguishment of debt
|
(1,499
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of deferred financing costs
|
(13,065
|
)
|
|
(2,557
|
)
|
|
(40,625
|
)
|
|||
Payment of common stock dividend
|
(70,318
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of interest rate caps
|
(1,247
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock and exercise of options
|
276,569
|
|
|
142
|
|
|
—
|
|
|||
Costs related to issuance of common stock
|
(10,056
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(10,273
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from Newcastle
|
—
|
|
|
461,218
|
|
|
397,015
|
|
|||
Distributions to Newcastle
|
—
|
|
|
(158,980
|
)
|
|
(28,838
|
)
|
|||
Net cash provided by financing activities
|
$
|
1,098,280
|
|
|
$
|
481,231
|
|
|
$
|
1,231,315
|
|
Net (Decrease) Increase in Cash and Cash Equivalents
|
(109,496
|
)
|
|
195,984
|
|
|
20,673
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
226,377
|
|
|
30,393
|
|
|
9,720
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
116,881
|
|
|
$
|
226,377
|
|
|
$
|
30,393
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for interest expense
|
$
|
62,870
|
|
|
$
|
45,026
|
|
|
$
|
9,252
|
|
Cash paid during the year for income taxes
|
190
|
|
|
1,357
|
|
|
899
|
|
|||
Supplemental Schedule of Non-Cash Investing and Financing Activities
|
|
|
|
|
|
||||||
Common stock dividend declared but not paid
|
—
|
|
|
15,276
|
|
|
—
|
|
|||
Recognized contingent consideration at fair value
|
—
|
|
|
50
|
|
|
1,500
|
|
|||
Issuance of common stock and exercise of options
|
316
|
|
|
23
|
|
|
—
|
|
|||
Other liabilities assumed with acquisitions
|
651
|
|
|
—
|
|
|
—
|
|
|||
Assumption of mortgage notes payable at fair value
|
—
|
|
|
—
|
|
|
43,128
|
|
|||
Issuance of seller financing for acquisition at fair value
|
—
|
|
|
—
|
|
|
9,407
|
|
1.
|
ORGANIZATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
Level 1 - Quoted prices for identical instruments in active markets.
|
•
|
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.
|
•
|
Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
3.
|
ACQUISITIONS
|
|
2015 Acquisitions
|
|
2014 Acquisitions
|
||||||||||||||||||||
|
Managed Properties
|
|
Triple Net Lease
Properties |
|
Total
|
|
Managed Properties
(C)
|
|
Triple Net Lease Properties
|
|
Total
|
||||||||||||
Real estate investments
|
$
|
1,073,826
|
|
|
$
|
67,070
|
|
|
$
|
1,140,896
|
|
|
$
|
116,674
|
|
|
$
|
143,869
|
|
|
$
|
260,543
|
|
In-place lease intangibles
|
124,233
|
|
|
6,081
|
|
|
130,314
|
|
|
15,301
|
|
|
39,894
|
|
|
55,195
|
|
||||||
Above/below market lease intangibles
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
819
|
|
|
819
|
|
||||||
Liabilities, net of other assets
|
(3,305
|
)
|
|
(1,352
|
)
|
|
(4,657
|
)
|
|
(70
|
)
|
|
(1,552
|
)
|
|
(1,622
|
)
|
||||||
Total consideration
|
1,194,754
|
|
|
71,799
|
|
|
1,266,553
|
|
|
131,905
|
|
|
183,030
|
|
|
314,935
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage notes payable
(A)
|
863,815
|
|
|
52,000
|
|
|
915,815
|
|
|
80,144
|
|
|
115,000
|
|
|
195,144
|
|
||||||
Net assets
|
$
|
330,939
|
|
|
$
|
19,799
|
|
|
$
|
350,738
|
|
|
$
|
51,761
|
|
|
$
|
68,030
|
|
|
$
|
119,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total acquisition-related expenses
(B)
|
$
|
4,616
|
|
|
$
|
1,828
|
|
|
$
|
6,444
|
|
|
$
|
2,105
|
|
|
$
|
993
|
|
|
$
|
3,098
|
|
(A)
|
Represents new debt issued in connection with the acquisitions.
|
(B)
|
Included in "Acquisition, transaction and integration expense" in the Consolidated Statements of Operations.
|
(C)
|
Includes
$50
for the fair value of earn-out consideration. The earn-out is limited to
$750
as per the agreement.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
$
|
463,755
|
|
|
$
|
446,421
|
|
Pre-tax net loss
|
$
|
108,782
|
|
|
$
|
104,913
|
|
4.
|
SEGMENT REPORTING
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||||||||||||
|
Triple Net Lease Properties
|
|
Managed Properties
|
|
Consolidated
|
|
Triple Net Lease Properties
|
|
Managed Properties
|
|
Consolidated
|
|
Triple Net Lease Properties
|
|
Managed Properties
|
|
Consolidated
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Resident fees and services
|
$
|
—
|
|
|
$
|
277,324
|
|
|
$
|
277,324
|
|
|
$
|
—
|
|
|
$
|
156,993
|
|
|
$
|
156,993
|
|
|
$
|
—
|
|
|
$
|
83,218
|
|
|
$
|
83,218
|
|
Rental revenue
|
111,154
|
|
|
—
|
|
|
111,154
|
|
|
97,992
|
|
|
—
|
|
|
97,992
|
|
|
1,918
|
|
|
—
|
|
|
1,918
|
|
|||||||||
Less: Property operating expense
|
—
|
|
|
189,543
|
|
|
189,543
|
|
|
—
|
|
|
112,242
|
|
|
112,242
|
|
|
—
|
|
|
59,726
|
|
|
59,726
|
|
|||||||||
Segment NOI
|
$
|
111,154
|
|
|
$
|
87,781
|
|
|
$
|
198,935
|
|
|
$
|
97,992
|
|
|
$
|
44,751
|
|
|
$
|
142,743
|
|
|
$
|
1,918
|
|
|
$
|
23,492
|
|
|
$
|
25,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
160,318
|
|
|
|
|
|
|
103,279
|
|
|
|
|
|
|
26,933
|
|
|||||||||||||||
Interest expense
|
|
|
|
|
75,021
|
|
|
|
|
|
|
57,026
|
|
|
|
|
|
|
10,589
|
|
|||||||||||||||
Acquisition, transaction and integration expense
|
|
|
|
|
13,444
|
|
|
|
|
|
|
14,295
|
|
|
|
|
|
|
13,294
|
|
|||||||||||||||
Management fee to affiliate
|
|
|
|
|
14,279
|
|
|
|
|
|
|
8,470
|
|
|
|
|
|
|
1,796
|
|
|||||||||||||||
General and administrative expense
|
|
|
|
|
15,233
|
|
|
|
|
|
|
7,416
|
|
|
|
|
|
|
2,188
|
|
|||||||||||||||
Loss on extinguishment of debt
|
|
|
|
|
5,091
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Other expense (income)
|
|
|
|
|
1,629
|
|
|
|
|
|
|
(1,500
|
)
|
|
|
|
|
|
—
|
|
|||||||||||||||
Income tax (benefit) expense
|
|
|
|
|
(3,655
|
)
|
|
|
|
|
|
160
|
|
|
|
|
|
|
656
|
|
|||||||||||||||
Net loss
|
|
|
|
|
$
|
(82,425
|
)
|
|
|
|
|
|
$
|
(46,403
|
)
|
|
|
|
|
|
$
|
(30,046
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||
Assets:
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Triple Net Lease Properties
|
$
|
1,196,578
|
|
|
39.7
|
%
|
|
$
|
1,175,690
|
|
|
59.8
|
%
|
Managed Properties
|
1,744,540
|
|
|
57.8
|
%
|
|
598,193
|
|
|
30.4
|
%
|
||
All Other Assets
(A)
|
76,341
|
|
|
2.5
|
%
|
|
192,276
|
|
|
9.8
|
%
|
||
Total Assets
|
$
|
3,017,459
|
|
|
100.0
|
%
|
|
$
|
1,966,159
|
|
|
100.0
|
%
|
(A)
|
Primarily consists of corporate cash which is not directly attributable to the Company's reportable business segments.
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
||||||||
|
Number of Communities
|
|
% of Revenue
|
|
Number of Communities
|
|
% of Revenue
|
||||
Florida
|
26
|
|
|
20.9
|
%
|
|
19
|
|
|
25.3
|
%
|
Texas
|
19
|
|
|
13.5
|
%
|
|
16
|
|
|
12.9
|
%
|
California
|
12
|
|
|
9.3
|
%
|
|
5
|
|
|
8.3
|
%
|
Pennsylvania
|
7
|
|
|
6.3
|
%
|
|
5
|
|
|
7.4
|
%
|
North Carolina
|
9
|
|
|
5.7
|
%
|
|
3
|
|
|
3.7
|
%
|
Oregon
|
10
|
|
|
5.5
|
%
|
|
8
|
|
|
7.3
|
%
|
Utah
|
6
|
|
|
5.2
|
%
|
|
5
|
|
|
6.5
|
%
|
Other
|
65
|
|
|
33.6
|
%
|
|
39
|
|
|
28.6
|
%
|
Total
|
154
|
|
|
100.0
|
%
|
|
100
|
|
|
100.0
|
%
|
5.
|
REAL ESTATE INVESTMENTS
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
||||||||||||
Land
|
$
|
222,795
|
|
|
$
|
—
|
|
|
$
|
222,795
|
|
|
$
|
138,799
|
|
|
$
|
—
|
|
|
$
|
138,799
|
|
Building and improvements
|
2,455,170
|
|
|
(97,485
|
)
|
|
2,357,685
|
|
|
1,434,200
|
|
|
(43,164
|
)
|
|
1,391,036
|
|
||||||
Furniture, fixtures and equipment
|
112,963
|
|
|
(32,303
|
)
|
|
80,660
|
|
|
65,930
|
|
|
(13,824
|
)
|
|
52,106
|
|
||||||
Total
|
$
|
2,790,928
|
|
|
$
|
(129,788
|
)
|
|
$
|
2,661,140
|
|
|
$
|
1,638,929
|
|
|
$
|
(56,988
|
)
|
|
$
|
1,581,941
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted Average Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted Average Amortization Period
|
||||||||||||
Above/below market lease intangibles, net
|
$
|
5,868
|
|
|
$
|
(361
|
)
|
|
$
|
5,507
|
|
|
52.8 years
|
|
$
|
5,868
|
|
|
$
|
(167
|
)
|
|
$
|
5,701
|
|
|
52.1 years
|
In-place lease intangibles
|
297,253
|
|
|
(164,772
|
)
|
|
132,481
|
|
|
2.6 years
|
|
166,951
|
|
|
(77,889
|
)
|
|
89,062
|
|
|
2.3 years
|
||||||
Other intangibles
|
5,796
|
|
|
(1,581
|
)
|
|
4,215
|
|
|
9.4 years
|
|
5,796
|
|
|
(965
|
)
|
|
4,831
|
|
|
9.6 years
|
||||||
Total intangibles
|
$
|
308,917
|
|
|
$
|
(166,714
|
)
|
|
$
|
142,203
|
|
|
|
|
$
|
178,615
|
|
|
$
|
(79,021
|
)
|
|
$
|
99,594
|
|
|
|
6.
|
RECEIVABLES AND OTHER ASSETS, NET
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Escrows held by lenders
(A)
|
$
|
19,694
|
|
|
$
|
10,768
|
|
Other receivables
|
2,996
|
|
|
5,845
|
|
||
Prepaid expenses
|
4,828
|
|
|
3,217
|
|
||
Resident receivables, net
|
2,594
|
|
|
3,162
|
|
||
Deferred tax assets
|
8,757
|
|
|
4,672
|
|
||
Security deposits
|
2,932
|
|
|
1,225
|
|
||
Income tax receivable
|
1,920
|
|
|
1,870
|
|
||
Interest rate caps
|
283
|
|
|
—
|
|
||
Other assets
|
1,315
|
|
|
1,034
|
|
||
Total
|
$
|
45,319
|
|
|
$
|
31,793
|
|
(A)
|
Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of period
|
$
|
190
|
|
|
$
|
303
|
|
|
$
|
9
|
|
Provision for bad debt
|
2,105
|
|
|
922
|
|
|
314
|
|
|||
Write-offs, net of recoveries
|
(1,786
|
)
|
|
(1,035
|
)
|
|
(20
|
)
|
|||
Balance, end of period
|
$
|
509
|
|
|
$
|
190
|
|
|
$
|
303
|
|
7.
|
DEFERRED FINANCING COSTS
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Gross carrying amount
|
$
|
54,910
|
|
|
$
|
45,569
|
|
Accumulated amortization
|
(17,475
|
)
|
|
(9,363
|
)
|
||
Total
|
$
|
37,435
|
|
|
$
|
36,206
|
|
8.
|
MORTGAGE NOTES PAYABLE, NET
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
|
Outstanding Face Amount
|
|
Carrying Value
(A)
|
|
Final Stated Maturity
|
|
Stated Interest Rate
|
|
Weighted Average Maturity (Years)
|
|
Outstanding Face Amount
|
|
Carrying Value
(A)
|
||||||||
Managed Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate
(B)
|
$
|
607,437
|
|
|
$
|
603,460
|
|
|
Dec 2018 - Sep 2025
|
|
3.65% to 6.76%
|
|
8.2
|
|
$
|
156,763
|
|
|
$
|
154,696
|
|
Floating Rate
(C)
|
731,318
|
|
|
723,554
|
|
|
Oct 2020 - May 2022
|
|
1M LIBOR + 2.20% to 1M LIBOR + 2.70%
|
|
6.2
|
|
278,424
|
|
|
275,689
|
|
||||
Triple Net Lease Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate
(D)
|
695,984
|
|
|
673,732
|
|
|
Jan 2021 - Jan 2024
|
|
3.83% to 8.00%
|
|
6.5
|
|
708,383
|
|
|
679,333
|
|
||||
Floating Rate
(E)
|
152,000
|
|
|
150,571
|
|
|
Oct 2017 - Apr 2018
|
|
3M LIBOR + 3.00% to 3M LIBOR +3.25%
|
|
2.0
|
|
115,000
|
|
|
113,506
|
|
||||
Total
|
$
|
2,186,739
|
|
|
$
|
2,151,317
|
|
|
|
|
|
|
6.6
|
|
$
|
1,258,570
|
|
|
$
|
1,223,224
|
|
(A)
|
The totals are reported net of deferred financing costs of $
37,435
and $
36,206
as of
December 31, 2015
and
2014
, respectively.
|
(B)
|
In August 2015, the Company obtained new mortgage financing of $
464,680
to partially fund an acquisition of a portfolio of
28
IL-only properties. The financing carries a fixed rate of
4.25%
and matures in September 2025.
|
(C)
|
All of these loans have LIBOR caps that range between
3.30%
and
3.80%
as of
December 31, 2015
.
|
(D)
|
Includes loans with an outstanding face amount of $
350,403
and $
306,844
, as of
December 31, 2015
, for which the Company bought down the interest rates to
4.00%
and
3.83%
, respectively, through January 2019. The interest rates will increase to
4.99%
and
4.56%
, respectively, thereafter.
|
(E)
|
In August 2015, the Company completed a partial payoff of $
15,000
for a floating rate loan.
|
2016
|
$
|
16,240
|
|
2017
|
127,312
|
|
|
2018
|
114,826
|
|
|
2019
|
128,593
|
|
|
2020
|
66,124
|
|
|
Thereafter
|
1,733,644
|
|
|
Total
|
$
|
2,186,739
|
|
9.
|
DERIVATIVE INSTRUMENTS
|
|
December 31, 2015
|
||
Outstanding notional amount
|
$
|
731,318
|
|
LIBOR cap range
|
3.30% to 3.80%
|
|
|
LIBOR cap effective date range
|
March 2015 to September 2020
|
|
|
Fair value
|
$
|
283
|
|
10.
|
ACCRUED EXPENSES AND OTHER LIABILITIES
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Security deposits payable
|
$
|
54,669
|
|
|
$
|
50,917
|
|
Accounts payable
|
9,552
|
|
|
6,058
|
|
||
Mortgage interest payable
|
6,415
|
|
|
3,651
|
|
||
Deferred community fees, net
|
4,450
|
|
|
3,113
|
|
||
Rent collected in advance
|
3,937
|
|
|
2,530
|
|
||
Property tax payable
|
2,564
|
|
|
1,627
|
|
||
Contingent consideration
|
—
|
|
|
50
|
|
||
Other liabilities
|
7,586
|
|
|
4,295
|
|
||
Total
|
$
|
89,173
|
|
|
$
|
72,241
|
|
11.
|
TRANSACTIONS WITH AFFILIATES
|
|
Year Ended
December 31, 2015
|
|
Period From November 7, 2014 to December 31, 2014
|
||||
Included in:
|
|
|
|
||||
General and administrative expense
|
$
|
6,607
|
|
|
$
|
822
|
|
Acquisition, transaction and integration expense
|
3,073
|
|
|
729
|
|
||
Total
|
$
|
9,680
|
|
|
$
|
1,551
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Property management fees
|
$
|
16,167
|
|
|
$
|
9,327
|
|
|
$
|
4,976
|
|
Travel reimbursement costs
|
369
|
|
|
318
|
|
|
181
|
|
|||
Property-level payroll expenses
|
$
|
85,477
|
|
|
$
|
58,017
|
|
|
$
|
32,520
|
|
12.
|
INCOME TAXES
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
26
|
|
|
$
|
(925
|
)
|
|
$
|
437
|
|
State and local
|
84
|
|
|
170
|
|
|
93
|
|
|||
Total current provision
|
110
|
|
|
(755
|
)
|
|
530
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(3,576
|
)
|
|
907
|
|
|
116
|
|
|||
State and local
|
(189
|
)
|
|
8
|
|
|
10
|
|
|||
Total deferred provision
|
(3,765
|
)
|
|
915
|
|
|
126
|
|
|||
Total (benefit) provision for income taxes
|
$
|
(3,655
|
)
|
|
$
|
160
|
|
|
$
|
656
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
$
|
—
|
|
|
$
|
837
|
|
|
$
|
—
|
|
Prepaid fees and rent
|
1,976
|
|
|
2,091
|
|
|
1,156
|
|
|||
Net operating loss
|
5,175
|
|
|
1,724
|
|
|
—
|
|
|||
Deferred rent
|
2,063
|
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
26
|
|
|
—
|
|
|
—
|
|
|||
Other
|
70
|
|
|
20
|
|
|
23
|
|
|||
Total deferred tax assets
|
9,310
|
|
|
4,672
|
|
|
1,179
|
|
|||
Less valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net deferred tax assets
|
9,310
|
|
|
4,672
|
|
|
1,179
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
553
|
|
|
—
|
|
|
853
|
|
|||
Deferred revenues
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred tax liabilities
|
553
|
|
|
—
|
|
|
853
|
|
|||
Total net deferred tax assets
|
$
|
8,757
|
|
|
$
|
4,672
|
|
|
$
|
326
|
|
13.
|
EQUITY AND EARNINGS PER SHARE
|
|
December 31, 2014
|
|
Exercised
|
|
Expired / Forfeited
|
|
Issued
|
|
December 31, 2015
|
|||||
Held by the Manager
|
4,991,752
|
|
|
—
|
|
|
(17,555
|
)
|
|
2,011,409
|
|
|
6,985,606
|
|
Issued to the Manager and subsequently transferred to certain of the Manager’s employees
|
508,847
|
|
|
(174,991
|
)
|
|
(37,777
|
)
|
|
—
|
|
|
296,079
|
|
Issued to the independent directors
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
Total
|
5,520,599
|
|
|
(174,991
|
)
|
|
(55,332
|
)
|
|
2,011,409
|
|
|
7,301,685
|
|
Recipient
|
Date of Grant / Exercise
(A)
|
|
Number of Options
|
|
Options Exercisable
|
|
Weighted Average Exercise Price
(B)
|
|
Intrinsic Value (millions)
|
||||||
Manager
(C)
|
2004 - 2007
|
|
227,073
|
|
|
144,661
|
|
|
$
|
56.10
|
|
|
$
|
—
|
|
Manager
|
March 2011
|
|
182,527
|
|
|
182,527
|
|
|
7.18
|
|
|
0.5
|
|
||
Manager
|
September 2011
|
|
283,305
|
|
|
283,305
|
|
|
4.09
|
|
|
1.6
|
|
||
Manager
(C)
|
April 2012
|
|
311,191
|
|
|
257,660
|
|
|
7.66
|
|
|
0.7
|
|
||
Manager
(C)
|
May 2012
|
|
377,495
|
|
|
312,026
|
|
|
8.75
|
|
|
0.4
|
|
||
Manager
(C)
|
July 2012
|
|
416,522
|
|
|
346,343
|
|
|
8.71
|
|
|
0.5
|
|
||
Manager
(C)
|
January 2013
|
|
958,331
|
|
|
958,331
|
|
|
14.42
|
|
|
—
|
|
||
Manager
(C)
|
February 2013
|
|
383,331
|
|
|
383,331
|
|
|
16.85
|
|
|
—
|
|
||
Manager
(C)
|
June 2013
|
|
670,829
|
|
|
670,829
|
|
|
17.89
|
|
|
—
|
|
||
Manager
(C)
|
November 2013
|
|
965,847
|
|
|
804,873
|
|
|
19.23
|
|
|
—
|
|
||
Manager
|
August 2014
|
|
765,416
|
|
|
408,222
|
|
|
20.89
|
|
|
—
|
|
||
Directors
|
November 2014
|
|
20,000
|
|
|
8,666
|
|
|
17.21
|
|
|
—
|
|
||
Manager
|
June 2015
|
|
2,011,409
|
|
|
402,282
|
|
|
$
|
13.75
|
|
|
$
|
—
|
|
Total
|
|
|
7,573,276
|
|
|
5,163,056
|
|
|
|
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||
Exercised options
|
2014
|
|
14,188
|
|
|
N/A
|
|
|
$
|
8.41
|
|
|
N/A
|
|
|
Exercised options
|
2015
|
|
174,991
|
|
|
N/A
|
|
|
8.43
|
|
|
N/A
|
|
||
Expired options
|
2004 - 2005
|
|
82,412
|
|
|
N/A
|
|
|
58.55
|
|
|
N/A
|
|
||
Total outstanding options
|
|
|
7,301,685
|
|
|
5,163,056
|
|
|
$
|
15.50
|
|
|
|
(A)
|
Options expire on the tenth anniversary from date of grant.
|
(B)
|
The strike prices are subject to adjustment in connection with return of capital dividends.
|
(C)
|
The Manager assigned certain of its options to Fortress’s employees as follows:
|
Date of Grant
|
Range of Strike Prices
|
|
Total Unexercised Inception to Date
|
|||||||
Min
|
|
Max
|
|
|||||||
2004 - 2007
|
$
|
53.26
|
|
|
$
|
60.92
|
|
|
29,422
|
|
2012
|
7.66
|
|
|
8.75
|
|
|
—
|
|
||
2013
|
$
|
14.42
|
|
|
$
|
19.23
|
|
|
266,657
|
|
Total
|
|
|
|
|
296,079
|
|
14.
|
CONCENTRATION OF CREDIT RISK
|
|
As of and for the year ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
Holiday
|
|
Blue Harbor
|
|
Holiday
|
|
Blue Harbor
|
|
Holiday
|
|
Blue Harbor
|
||||||
Segment Real Estate Investments
|
77.9
|
%
|
|
17.5
|
%
|
|
44.2
|
%
|
|
53.0
|
%
|
|
52.8
|
%
|
|
47.2
|
%
|
Segment Revenue
|
57.7
|
%
|
|
38.8
|
%
|
|
45.4
|
%
|
|
54.4
|
%
|
|
29.6
|
%
|
|
70.4
|
%
|
Segment NOI
|
62.2
|
%
|
|
34.4
|
%
|
|
41.8
|
%
|
|
57.9
|
%
|
|
23.3
|
%
|
|
76.7
|
%
|
15.
|
FUTURE MINIMUM RENTS
|
Years Ending December 31
|
|
||
2016
|
$
|
91,286
|
|
2017
|
95,216
|
|
|
2018
|
98,457
|
|
|
2019
|
101,700
|
|
|
2020
|
105,052
|
|
|
Thereafter
|
1,234,647
|
|
|
Total
|
$
|
1,726,358
|
|
16.
|
COMMITMENTS AND CONTINGENCIES
|
17.
|
SUBSEQUENT EVENTS
|
18.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
2015
|
Quarter Ended
|
|
Year Ended December 31
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
|||||||||||
Revenue
|
$
|
73,860
|
|
|
$
|
91,200
|
|
|
$
|
104,985
|
|
|
$
|
118,433
|
|
|
$
|
388,478
|
|
Net operating income
|
39,589
|
|
|
48,376
|
|
|
53,225
|
|
|
57,745
|
|
|
198,935
|
|
|||||
Loss before income taxes
|
(21,348
|
)
|
|
(21,061
|
)
|
|
(18,337
|
)
|
|
(25,334
|
)
|
|
(86,080
|
)
|
|||||
Income tax (benefit) expense
|
(95
|
)
|
|
129
|
|
|
(378
|
)
|
|
(3,311
|
)
|
|
(3,655
|
)
|
|||||
Net loss
|
$
|
(21,253
|
)
|
|
$
|
(21,190
|
)
|
|
$
|
(17,959
|
)
|
|
$
|
(22,023
|
)
|
|
$
|
(82,425
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss per share of common stock
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.32
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(1.08
|
)
|
Weighted average number of shares of common stock outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
66,415,415
|
|
|
66,857,483
|
|
|
86,533,384
|
|
|
86,271,022
|
|
|
76,601,161
|
|
2014
|
Quarter Ended
|
|
Year Ended December 31
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
|||||||||||
Revenue
|
$
|
57,835
|
|
|
$
|
59,623
|
|
|
$
|
67,145
|
|
|
$
|
70,382
|
|
|
$
|
254,985
|
|
Net operating income
|
32,276
|
|
|
33,427
|
|
|
38,369
|
|
|
38,671
|
|
|
142,743
|
|
|||||
Loss before income taxes
|
(10,578
|
)
|
|
(10,403
|
)
|
|
(10,801
|
)
|
|
(14,461
|
)
|
|
(46,243
|
)
|
|||||
Income tax (benefit) expense
|
360
|
|
|
627
|
|
|
350
|
|
|
(1,177
|
)
|
|
160
|
|
|||||
Net loss
|
$
|
(10,938
|
)
|
|
$
|
(11,030
|
)
|
|
$
|
(11,151
|
)
|
|
$
|
(13,284
|
)
|
|
$
|
(46,403
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss per share of common stock
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.70
|
)
|
Weighted average number of shares of common stock outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
66,399,857
|
|
|
66,399,857
|
|
|
66,399,857
|
|
|
66,404,051
|
|
|
66,400,914
|
|
|
|
Location
|
|
Initial Cost to the Company
|
|
Gross Amount Carried at Close of Period
|
|
|
|
|
|
|||||||||||||||||
Property Name
|
Type
|
City
|
State
|
Encumbrances
|
Land
|
Buildings and Improvements
|
Furniture, Fixtures and Equipment
|
Costs Capitalized Subsequent to Acquisition
|
Land
|
Buildings and Improvements
|
Furniture, Fixtures and Equipment
|
Total
(A)
|
Accumulated Depreciation
|
Net Book Value
|
Year Constructed /
Renovated
|
Year Acquired
|
Life on Which Depreciation in Income Statement is Computed
|
|||||||||||
Windward Palms
|
IL
|
Boynton Beach
|
FL
|
16,805
|
|
1,564
|
|
20,096
|
|
867
|
|
84
|
|
1,564
|
|
20,122
|
|
925
|
|
22,611
|
|
(581
|
)
|
22,030
|
|
2007/NA
|
2015
|
3-40 years
|
Ivy Springs Manor
|
AL/MC
|
Buford
|
GA
|
13,704
|
|
1,825
|
|
13,657
|
|
671
|
|
81
|
|
1,825
|
|
13,706
|
|
703
|
|
16,234
|
|
(352
|
)
|
15,882
|
|
2012/NA
|
2015
|
3-40 years
|
Pinegate
|
IL
|
Macon
|
GA
|
12,902
|
|
888
|
|
10,817
|
|
430
|
|
69
|
|
888
|
|
10,838
|
|
478
|
|
12,204
|
|
(144
|
)
|
12,060
|
|
2001/NA
|
2015
|
3-40 years
|
Kalama Heights
|
IL
|
Kihei
|
HI
|
22,896
|
|
2,220
|
|
27,321
|
|
1,075
|
|
42
|
|
2,220
|
|
27,336
|
|
1,102
|
|
30,658
|
|
(361
|
)
|
30,297
|
|
2000/NA
|
2015
|
3-40 years
|
Willow Park
|
AL/MC
|
Boise
|
ID
|
14,454
|
|
1,456
|
|
13,548
|
|
58
|
|
389
|
|
1,456
|
|
13,744
|
|
251
|
|
15,451
|
|
(1,423
|
)
|
14,028
|
|
1997/2011
|
2012
|
3-40 years
|
Grandview
|
AL/MC
|
Peoria
|
IL
|
11,500
|
|
1,606
|
|
12,015
|
|
280
|
|
7
|
|
1,606
|
|
12,016
|
|
286
|
|
13,908
|
|
(426
|
)
|
13,482
|
|
2014
|
2014
|
3-40 years
|
Redbud Hills
|
IL
|
Bloomington
|
IN
|
16,500
|
|
1,523
|
|
18,641
|
|
737
|
|
51
|
|
1,523
|
|
18,652
|
|
777
|
|
20,952
|
|
(245
|
)
|
20,707
|
|
1998/NA
|
2015
|
3-40 years
|
Greenwood Terrace
|
IL
|
Lenexa
|
KS
|
19,643
|
|
1,586
|
|
19,475
|
|
768
|
|
24
|
|
1,586
|
|
19,489
|
|
777
|
|
21,852
|
|
(256
|
)
|
21,596
|
|
2003/NA
|
2015
|
3-40 years
|
The Waterford
|
IL
|
Shreveport
|
LA
|
6,530
|
|
1,267
|
|
4,070
|
|
376
|
|
382
|
|
1,267
|
|
4,286
|
|
542
|
|
6,095
|
|
(240
|
)
|
5,855
|
|
1999/NA
|
2015
|
3-40 years
|
Bluebird Estates
|
IL
|
East Longmeadow
|
MA
|
22,085
|
|
5,745
|
|
24,591
|
|
954
|
|
45
|
|
5,745
|
|
24,611
|
|
979
|
|
31,335
|
|
(715
|
)
|
30,620
|
|
2008/NA
|
2015
|
3-40 years
|
Quail Run Estates
|
IL
|
Agawam
|
MA
|
18,799
|
|
1,776
|
|
21,799
|
|
860
|
|
87
|
|
1,776
|
|
21,812
|
|
935
|
|
24,523
|
|
(291
|
)
|
24,232
|
|
1996/NA
|
2015
|
3-40 years
|
Ashford Court
|
IL
|
Westland
|
MI
|
9,360
|
|
1,500
|
|
9,000
|
|
450
|
|
381
|
|
1,500
|
|
9,253
|
|
578
|
|
11,331
|
|
(718
|
)
|
10,613
|
|
1988/1992/1997
|
2014
|
3-40 years
|
Genesee Gardens
|
IL
|
Flint Township
|
MI
|
15,900
|
|
1,332
|
|
16,290
|
|
645
|
|
29
|
|
1,332
|
|
16,300
|
|
664
|
|
18,296
|
|
(213
|
)
|
18,083
|
|
2001/NA
|
2015
|
3-40 years
|
The Heatherwood
|
IL
|
Southfield
|
MI
|
3,920
|
|
462
|
|
2,707
|
|
251
|
|
390
|
|
462
|
|
2,788
|
|
561
|
|
3,811
|
|
(162
|
)
|
3,649
|
|
1986/NA
|
2015
|
3-40 years
|
The Gardens
|
AL/MC
|
Ocean Springs
|
MS
|
6,185
|
|
850
|
|
7,034
|
|
460
|
|
238
|
|
850
|
|
7,137
|
|
595
|
|
8,582
|
|
(417
|
)
|
8,165
|
|
1999/2004/2013
|
2014
|
3-40 years
|
Aspen View
|
IL
|
Billings
|
MT
|
14,110
|
|
1,713
|
|
21,026
|
|
827
|
|
49
|
|
1,713
|
|
21,042
|
|
860
|
|
23,615
|
|
(277
|
)
|
23,338
|
|
1996/NA
|
2015
|
3-40 years
|
Cedar Ridge
|
IL
|
Burlington
|
NC
|
15,637
|
|
1,743
|
|
21,368
|
|
844
|
|
28
|
|
1,743
|
|
21,387
|
|
853
|
|
23,983
|
|
(279
|
)
|
23,704
|
|
2006/NA
|
2015
|
3-40 years
|
Courtyards at Berne Village
|
AL/MC
|
New Bern
|
NC
|
19,970
|
|
1,657
|
|
12,892
|
|
1,148
|
|
610
|
|
1,657
|
|
13,077
|
|
1,572
|
|
16,306
|
|
(1,548
|
)
|
14,758
|
|
1985/2004
|
2013
|
3-40 years
|
Crescent Heights
|
IL
|
Concord
|
NC
|
21,285
|
|
1,960
|
|
21,290
|
|
867
|
|
33
|
|
1,960
|
|
21,299
|
|
891
|
|
24,150
|
|
(606
|
)
|
23,544
|
|
2008/NA
|
2015
|
3-40 years
|
Independence Village
|
IL
|
Winston Salem
|
NC
|
13,440
|
|
1,428
|
|
13,286
|
|
499
|
|
372
|
|
1,428
|
|
13,472
|
|
685
|
|
15,585
|
|
(447
|
)
|
15,138
|
|
1989/NA
|
2015
|
3-40 years
|
Lodge at Wake Forest
|
IL
|
Wake Forest
|
NC
|
22,820
|
|
1,209
|
|
22,571
|
|
867
|
|
65
|
|
1,209
|
|
22,593
|
|
910
|
|
24,712
|
|
(605
|
)
|
24,107
|
|
2008/NA
|
2015
|
3-40 years
|
Shads Landing
|
IL
|
Charlotte
|
NC
|
22,005
|
|
1,939
|
|
21,988
|
|
846
|
|
21
|
|
1,939
|
|
21,995
|
|
860
|
|
24,794
|
|
(642
|
)
|
24,152
|
|
2008/NA
|
2015
|
3-40 years
|
Woods at Holly Tree
|
IL
|
Wilmington
|
NC
|
27,382
|
|
2,474
|
|
30,483
|
|
1,198
|
|
92
|
|
2,474
|
|
30,495
|
|
1,279
|
|
34,248
|
|
(408
|
)
|
33,840
|
|
2001/NA
|
2015
|
3-40 years
|
Rolling Hills Ranch
|
IL
|
Omaha
|
NE
|
14,475
|
|
1,022
|
|
16,251
|
|
846
|
|
62
|
|
1,022
|
|
16,284
|
|
875
|
|
18,181
|
|
(490
|
)
|
17,691
|
|
2007/NA
|
2015
|
3-40 years
|
Kirkwood Corners
|
AL/MC
|
Lee
|
NH
|
2,490
|
|
577
|
|
1,847
|
|
124
|
|
154
|
|
577
|
|
1,926
|
|
199
|
|
2,702
|
|
(178
|
)
|
2,524
|
|
1996
|
2014
|
3-40 years
|
Maple Suites
|
IL
|
Dover
|
NH
|
25,205
|
|
1,084
|
|
30,944
|
|
838
|
|
50
|
|
1,084
|
|
30,966
|
|
865
|
|
32,915
|
|
(843
|
)
|
32,072
|
|
2007/NA
|
2015
|
3-40 years
|
Pine Rock Manor
|
AL/MC
|
Warner
|
NH
|
8,175
|
|
780
|
|
8,580
|
|
378
|
|
258
|
|
780
|
|
8,742
|
|
474
|
|
9,996
|
|
(657
|
)
|
9,339
|
|
1994
|
2014
|
3-40 years
|
|
|
Location
|
|
Initial Cost to the Company
|
|
Gross Amount Carried at Close of Period
|
|
|
|
|
|
|||||||||||||||||
Property Name
|
Type
|
City
|
State
|
Encumbrances
|
Land
|
Buildings and Improvements
|
Furniture, Fixtures and Equipment
|
Costs Capitalized Subsequent to Acquisition
|
Land
|
Buildings and Improvements
|
Furniture, Fixtures and Equipment
|
Total
(A)
|
Accumulated Depreciation
|
Net Book Value
|
Year Constructed /
Renovated
|
Year Acquired
|
Life on Which Depreciation in Income Statement is Computed
|
|||||||||||
Pines of New Market
|
AL/MC
|
Newmarket
|
NH
|
5,950
|
|
628
|
|
4,879
|
|
353
|
|
154
|
|
628
|
|
4,982
|
|
403
|
|
6,013
|
|
(368
|
)
|
5,645
|
|
1999
|
2014
|
3-40 years
|
Montara Meadows
|
IL
|
Las Vegas
|
NV
|
11,670
|
|
1,142
|
|
14,038
|
|
553
|
|
191
|
|
1,142
|
|
14,082
|
|
701
|
|
15,925
|
|
(195
|
)
|
15,730
|
|
1986/NA
|
2015
|
3-40 years
|
Manor at Woodside
|
IL
|
Poughkeepsie
|
NY
|
17,365
|
|
—
|
|
12,130
|
|
670
|
|
559
|
|
—
|
|
12,577
|
|
782
|
|
13,359
|
|
(1,273
|
)
|
12,086
|
|
2001/NA
|
2013
|
3-40 years
|
Alexis Gardens
|
IL
|
Toledo
|
OH
|
17,384
|
|
1,396
|
|
17,083
|
|
676
|
|
118
|
|
1,396
|
|
17,111
|
|
766
|
|
19,273
|
|
(231
|
)
|
19,042
|
|
2002/NA
|
2015
|
3-40 years
|
Copley Place
|
IL
|
Copley
|
OH
|
15,500
|
|
553
|
|
19,125
|
|
867
|
|
52
|
|
553
|
|
19,151
|
|
893
|
|
20,597
|
|
(542
|
)
|
20,055
|
|
2008/NA
|
2015
|
3-40 years
|
Lamplight
|
AL/MC
|
Dayton
|
OH
|
6,900
|
|
1,056
|
|
7,755
|
|
750
|
|
470
|
|
1,056
|
|
7,872
|
|
1,103
|
|
10,031
|
|
(806
|
)
|
9,225
|
|
1994/NA
|
2014
|
3-40 years
|
The Wellington
|
IL
|
Oklahoma City
|
OK
|
4,580
|
|
744
|
|
5,181
|
|
383
|
|
163
|
|
744
|
|
5,289
|
|
439
|
|
6,472
|
|
(223
|
)
|
6,249
|
|
2000/NA
|
2015
|
3-40 years
|
Parkrose Chateau
|
IL
|
Portland
|
OR
|
12,569
|
|
1,743
|
|
21,420
|
|
844
|
|
79
|
|
1,743
|
|
21,429
|
|
914
|
|
24,086
|
|
(285
|
)
|
23,801
|
|
1991/NA
|
2015
|
3-40 years
|
Regent Court
|
AL/MC
|
Corvallis
|
OR
|
5,783
|
|
1,044
|
|
4,974
|
|
8
|
|
250
|
|
1,044
|
|
5,126
|
|
107
|
|
6,277
|
|
(541
|
)
|
5,736
|
|
1999/NA
|
2012
|
3-40 years
|
Sheldon Park
|
AL/MC
|
Eugene
|
OR
|
20,806
|
|
929
|
|
20,662
|
|
91
|
|
391
|
|
929
|
|
20,982
|
|
162
|
|
22,073
|
|
(2,060
|
)
|
20,013
|
|
1998/NA
|
2012
|
3-40 years
|
Stone Lodge
|
IL
|
Bend
|
OR
|
19,675
|
|
2,093
|
|
25,730
|
|
1,014
|
|
86
|
|
2,093
|
|
25,748
|
|
1,083
|
|
28,924
|
|
(343
|
)
|
28,581
|
|
1999/NA
|
2015
|
3-40 years
|
Glen Riddle
|
AL/MC
|
Media
|
PA
|
20,000
|
|
1,931
|
|
16,169
|
|
870
|
|
358
|
|
1,931
|
|
16,376
|
|
1,021
|
|
19,328
|
|
(1,541
|
)
|
17,787
|
|
1995/NA
|
2013
|
3-40 years
|
Niagara Village
|
IL
|
Erie
|
PA
|
12,845
|
|
1,269
|
|
15,508
|
|
615
|
|
40
|
|
1,269
|
|
15,513
|
|
650
|
|
17,432
|
|
(203
|
)
|
17,229
|
|
1999/NA
|
2015
|
3-40 years
|
Schenley Gardens
|
AL/MC
|
Pittsburgh
|
PA
|
6,500
|
|
3,227
|
|
11,521
|
|
410
|
|
699
|
|
3,227
|
|
11,897
|
|
733
|
|
15,857
|
|
(1,091
|
)
|
14,766
|
|
1996/NA
|
2013
|
3-40 years
|
Indigo Pines
|
IL
|
Hilton Head
|
SC
|
15,334
|
|
1,332
|
|
16,292
|
|
645
|
|
36
|
|
1,332
|
|
16,318
|
|
655
|
|
18,305
|
|
(213
|
)
|
18,092
|
|
1999/NA
|
2015
|
3-40 years
|
Holiday Hills Estates
|
IL
|
Rapid City
|
SD
|
12,063
|
|
1,837
|
|
22,552
|
|
890
|
|
31
|
|
1,837
|
|
22,568
|
|
905
|
|
25,310
|
|
(296
|
)
|
25,014
|
|
1999/NA
|
2015
|
3-40 years
|
Echo Ridge
|
IL
|
Knoxville
|
TN
|
20,910
|
|
1,840
|
|
22,540
|
|
891
|
|
36
|
|
1,840
|
|
22,554
|
|
914
|
|
25,308
|
|
(297
|
)
|
25,011
|
|
1997/NA
|
2015
|
3-40 years
|
Powell
|
AL/MC
|
Powell
|
TN
|
3,720
|
|
761
|
|
6,482
|
|
310
|
|
68
|
|
761
|
|
6,489
|
|
371
|
|
7,621
|
|
(331
|
)
|
7,290
|
|
2013
|
2014
|
3-40 years
|
Raintree
|
AL/MC
|
Knoxville
|
TN
|
7,430
|
|
643
|
|
8,642
|
|
490
|
|
213
|
|
643
|
|
8,723
|
|
622
|
|
9,988
|
|
(538
|
)
|
9,450
|
|
2012
|
2014
|
3-40 years
|
Courtyards
|
AL/MC
|
Fort Worth
|
TX
|
20,775
|
|
2,140
|
|
16,671
|
|
672
|
|
768
|
|
2,140
|
|
17,102
|
|
1,009
|
|
20,251
|
|
(2,176
|
)
|
18,075
|
|
1986/NA
|
2012
|
3-40 years
|
Cypress Woods
|
IL
|
Kingwood
|
TX
|
17,800
|
|
1,376
|
|
19,815
|
|
860
|
|
51
|
|
1,376
|
|
19,841
|
|
885
|
|
22,102
|
|
(565
|
)
|
21,537
|
|
2008/NA
|
2015
|
3-40 years
|
Legacy at Bear Creek
|
AL/MC
|
Keller
|
TX
|
11,375
|
|
1,754
|
|
13,124
|
|
645
|
|
8
|
|
1,754
|
|
13,127
|
|
650
|
|
15,531
|
|
(121
|
)
|
15,410
|
|
2013/NA
|
2015
|
3-40 years
|
Legacy at Georgtown
|
AL/MC
|
Georgetown
|
TX
|
14,625
|
|
2,255
|
|
16,874
|
|
829
|
|
3
|
|
2,255
|
|
16,874
|
|
832
|
|
19,961
|
|
(155
|
)
|
19,806
|
|
2013/NA
|
2015
|
3-40 years
|
Windsor
|
AL/MC
|
Dallas
|
TX
|
33,875
|
|
5,580
|
|
31,307
|
|
1,251
|
|
386
|
|
5,580
|
|
31,522
|
|
1,420
|
|
38,522
|
|
(1,498
|
)
|
37,024
|
|
1972/2009
|
2014
|
3-40 years
|
Canyon Creek
|
AL/MC
|
Cottonwood Heights
|
UT
|
17,133
|
|
1,488
|
|
16,308
|
|
58
|
|
411
|
|
1,488
|
|
16,531
|
|
245
|
|
18,264
|
|
(1,671
|
)
|
16,593
|
|
2001/NA
|
2012
|
3-40 years
|
Chateau Brickyard
|
IL
|
Salt Lake City
|
UT
|
6,600
|
|
700
|
|
3,297
|
|
15
|
|
721
|
|
700
|
|
3,790
|
|
242
|
|
4,732
|
|
(488
|
)
|
4,244
|
|
1984/2007
|
2012
|
3-40 years
|
Golden Living
|
AL/MC
|
Taylorsville
|
UT
|
7,455
|
|
1,111
|
|
3,126
|
|
39
|
|
496
|
|
1,111
|
|
3,419
|
|
241
|
|
4,771
|
|
(501
|
)
|
4,270
|
|
1976/1994
|
2012
|
3-40 years
|
Heritage Place
|
AL/MC
|
Bountiful
|
UT
|
13,970
|
|
570
|
|
9,558
|
|
50
|
|
1,061
|
|
570
|
|
10,293
|
|
377
|
|
11,240
|
|
(1,167
|
)
|
10,073
|
|
1978/2000
|
2012
|
3-40 years
|
Olympus Ranch
|
IL
|
Murray
|
UT
|
18,890
|
|
1,407
|
|
20,515
|
|
846
|
|
41
|
|
1,407
|
|
20,535
|
|
867
|
|
22,809
|
|
(542
|
)
|
22,267
|
|
2008/NA
|
2015
|
3-40 years
|
Elm Park Estates
|
IL
|
Roanoke
|
VA
|
13,582
|
|
1,332
|
|
16,320
|
|
645
|
|
53
|
|
1,332
|
|
16,335
|
|
684
|
|
18,351
|
|
(215
|
)
|
18,136
|
|
1991/NA
|
2015
|
3-40 years
|
Heritage Oaks
|
IL
|
Richmond
|
VA
|
11,550
|
|
1,630
|
|
9,570
|
|
705
|
|
538
|
|
1,630
|
|
9,815
|
|
998
|
|
12,443
|
|
(1,035
|
)
|
11,408
|
|
1987/NA
|
2013
|
3-40 years
|
Bridge Park
|
IL
|
Seattle
|
WA
|
15,890
|
|
2,315
|
|
18,607
|
|
1,136
|
|
55
|
|
2,315
|
|
18,622
|
|
1,175
|
|
22,112
|
|
(548
|
)
|
21,564
|
|
2008/NA
|
2015
|
3-40 years
|
Peninsula
|
IL
|
Gig Harbor
|
WA
|
21,455
|
|
2,085
|
|
21,983
|
|
846
|
|
36
|
|
2,085
|
|
21,999
|
|
865
|
|
24,949
|
|
(579
|
)
|
24,370
|
|
2008/NA
|
2015
|
3-40 years
|
The Jefferson
|
IL
|
Middleton
|
WI
|
13,394
|
|
1,205
|
|
14,744
|
|
584
|
|
80
|
|
1,205
|
|
14,757
|
|
652
|
|
16,614
|
|
(197
|
)
|
16,417
|
|
2005/NA
|
2015
|
3-40 years
|
Managed Properties Total
|
1,338,755
|
|
139,745
|
|
1,416,726
|
|
62,222
|
|
23,697
|
|
139,745
|
|
1,428,491
|
|
74,154
|
|
1,642,390
|
|
(65,548
|
)
|
1,576,842
|
|
|
|
|
|
|
Location
|
|
Initial Cost to the Company
|
|
Gross Amount Carried at Close of Period
|
|
|
|
|
|
|||||||||||||||||
Property Name
|
Type
|
City
|
State
|
Encumbrances
|
Land
|
Buildings and Improvements
|
Furniture, Fixtures and Equipment
|
Costs Capitalized Subsequent to Acquisition
|
Land
|
Buildings and Improvements
|
Furniture, Fixtures and Equipment
|
Total
(A)
|
Accumulated Depreciation
|
Net Book Value
|
Year Constructed /
Renovated
|
Year Acquired
|
Life on Which Depreciation in Income Statement is Computed
|
|||||||||||
Sheldon Oaks
|
IL
|
Eugene
|
OR
|
14,511
|
|
1,577
|
|
17,380
|
|
675
|
|
—
|
|
1,577
|
|
17,380
|
|
675
|
|
19,632
|
|
(1,183
|
)
|
18,449
|
|
1995/NA
|
2013
|
3-40 years
|
The Regent
|
IL
|
Corvallis
|
OR
|
6,696
|
|
1,111
|
|
7,720
|
|
228
|
|
—
|
|
1,111
|
|
7,720
|
|
228
|
|
9,059
|
|
(485
|
)
|
8,574
|
|
1983/NA
|
2013
|
3-40 years
|
Essex House
|
IL
|
Lemoyne
|
PA
|
20,272
|
|
936
|
|
25,585
|
|
669
|
|
—
|
|
936
|
|
25,585
|
|
668
|
|
27,189
|
|
(1,583
|
)
|
25,606
|
|
2002/NA
|
2013
|
3-40 years
|
Manor at Oakridge
|
IL
|
Harrisburg
|
PA
|
19,317
|
|
992
|
|
24,379
|
|
764
|
|
—
|
|
992
|
|
24,379
|
|
764
|
|
26,135
|
|
(1,559
|
)
|
24,576
|
|
2000/NA
|
2013
|
3-40 years
|
Walnut Woods
|
IL
|
Boyertown
|
PA
|
13,941
|
|
308
|
|
18,058
|
|
496
|
|
—
|
|
308
|
|
18,058
|
|
496
|
|
18,862
|
|
(1,122
|
)
|
17,740
|
|
1997/NA
|
2013
|
3-40 years
|
Watermark at Logan Square
|
CCRC
|
Philadelphia
|
PA
|
52,000
|
|
4,821
|
|
59,964
|
|
2,284
|
|
—
|
|
4,821
|
|
59,965
|
|
2,284
|
|
67,070
|
|
(1,343
|
)
|
65,727
|
|
1984/2009
|
2015
|
3-40 years
|
Uffelman Estates
|
IL
|
Clarksville
|
TN
|
8,459
|
|
625
|
|
10,521
|
|
298
|
|
—
|
|
625
|
|
10,521
|
|
298
|
|
11,444
|
|
(662
|
)
|
10,782
|
|
1993/NA
|
2013
|
3-40 years
|
Arlington Plaza
|
IL
|
Arlington
|
TX
|
7,851
|
|
319
|
|
9,821
|
|
391
|
|
—
|
|
319
|
|
9,821
|
|
391
|
|
10,531
|
|
(677
|
)
|
9,854
|
|
1987/NA
|
2013
|
3-40 years
|
The El Dorado
|
IL
|
Richardson
|
TX
|
10,621
|
|
1,316
|
|
12,220
|
|
710
|
|
—
|
|
1,316
|
|
12,220
|
|
710
|
|
14,246
|
|
(930
|
)
|
13,316
|
|
1996/NA
|
2013
|
3-40 years
|
Ventura Place
|
IL
|
Lubbock
|
TX
|
14,910
|
|
1,018
|
|
18,034
|
|
946
|
|
—
|
|
1,018
|
|
18,034
|
|
946
|
|
19,998
|
|
(1,340
|
)
|
18,658
|
|
1997/NA
|
2013
|
3-40 years
|
Dogwood Estates
|
IL
|
Denton
|
TX
|
14,961
|
|
1,002
|
|
18,525
|
|
714
|
|
—
|
|
1,002
|
|
18,525
|
|
714
|
|
20,241
|
|
(1,258
|
)
|
18,983
|
|
2005/NA
|
2013
|
3-40 years
|
Madison Estates
|
IL
|
San Antonio
|
TX
|
12,303
|
|
1,528
|
|
14,850
|
|
268
|
|
—
|
|
1,528
|
|
14,850
|
|
268
|
|
16,646
|
|
(864
|
)
|
15,782
|
|
1984/NA
|
2013
|
3-40 years
|
Pinewood Hills
|
IL
|
Flower Mound
|
TX
|
15,026
|
|
2,073
|
|
17,552
|
|
704
|
|
—
|
|
2,073
|
|
17,552
|
|
704
|
|
20,329
|
|
(1,205
|
)
|
19,124
|
|
2007/NA
|
2013
|
3-40 years
|
The Bentley
|
IL
|
Dallas
|
TX
|
11,196
|
|
2,351
|
|
12,271
|
|
526
|
|
—
|
|
2,351
|
|
12,270
|
|
526
|
|
15,147
|
|
(849
|
)
|
14,298
|
|
1996/NA
|
2013
|
3-40 years
|
Whiterock Court
|
IL
|
Dallas
|
TX
|
11,448
|
|
2,837
|
|
12,205
|
|
446
|
|
—
|
|
2,837
|
|
12,205
|
|
446
|
|
15,488
|
|
(823
|
)
|
14,665
|
|
2001/NA
|
2013
|
3-40 years
|
Autumn Leaves
|
CCRC
|
Dallas
|
TX
|
16,457
|
|
3,851
|
|
18,729
|
|
1,097
|
|
—
|
|
3,851
|
|
18,728
|
|
1,097
|
|
23,676
|
|
(1,055
|
)
|
22,621
|
|
1971/2012
|
2014
|
3-40 years
|
Monticello West
|
AL/MC
|
Dallas
|
TX
|
17,929
|
|
3,344
|
|
21,226
|
|
1,225
|
|
—
|
|
3,344
|
|
21,226
|
|
1,224
|
|
25,794
|
|
(1,174
|
)
|
24,620
|
|
1980/2013
|
2014
|
3-40 years
|
Parkwood Healthcare
|
CCRC
|
Bedford
|
TX
|
13,181
|
|
2,746
|
|
15,463
|
|
755
|
|
—
|
|
2,746
|
|
15,463
|
|
755
|
|
18,964
|
|
(835
|
)
|
18,129
|
|
1986/2008
|
2014
|
3-40 years
|
Parkwood Retirement
|
IL
|
Bedford
|
TX
|
10,269
|
|
2,829
|
|
11,639
|
|
306
|
|
—
|
|
2,829
|
|
11,639
|
|
306
|
|
14,774
|
|
(557
|
)
|
14,217
|
|
1986/2007
|
2014
|
3-40 years
|
Signature Pointe
|
CCRC
|
Dallas
|
TX
|
25,201
|
|
5,192
|
|
29,486
|
|
1,579
|
|
—
|
|
5,192
|
|
29,486
|
|
1,579
|
|
36,257
|
|
(1,605
|
)
|
34,652
|
|
1998/2013
|
2014
|
3-40 years
|
Walnut Place
|
CCRC
|
Dallas
|
TX
|
16,962
|
|
5,241
|
|
18,255
|
|
907
|
|
—
|
|
5,241
|
|
18,255
|
|
907
|
|
24,403
|
|
(974
|
)
|
23,429
|
|
1980/2012
|
2014
|
3-40 years
|
Pioneer Valley Lodge
|
IL
|
North Logan
|
UT
|
14,694
|
|
1,049
|
|
17,920
|
|
740
|
|
—
|
|
1,049
|
|
17,920
|
|
740
|
|
19,709
|
|
(1,251
|
)
|
18,458
|
|
2001/NA
|
2013
|
3-40 years
|
Colonial Harbor
|
IL
|
Yorktown
|
VA
|
16,718
|
|
2,211
|
|
19,523
|
|
689
|
|
—
|
|
2,211
|
|
19,523
|
|
689
|
|
22,423
|
|
(1,293
|
)
|
21,130
|
|
2005/NA
|
2013
|
3-40 years
|
Oakwood Hills
|
IL
|
Eau Claire
|
WI
|
14,807
|
|
516
|
|
18,872
|
|
645
|
|
—
|
|
516
|
|
18,872
|
|
645
|
|
20,033
|
|
(1,249
|
)
|
18,784
|
|
2003/NA
|
2013
|
3-40 years
|
Triple Net Lease Total
|
847,984
|
|
83,050
|
|
1,026,678
|
|
38,810
|
|
—
|
|
83,050
|
|
1,026,679
|
|
38,809
|
|
1,148,538
|
|
(64,240
|
)
|
1,084,298
|
|
|
|
|
|||
Grand Total
|
2,186,739
|
|
222,795
|
|
2,443,404
|
|
101,032
|
|
23,697
|
|
222,795
|
|
2,455,170
|
|
112,963
|
|
2,790,928
|
|
(129,788
|
)
|
2,661,140
|
|
|
|
|
(A)
|
For United States federal income tax purposes, the initial aggregate cost basis, including furniture, fixtures, and equipment, was approximately $
2.79 billion
as of
December 31, 2015
.
|
|
Year Ended December 31,
|
||||||||||
Gross carrying amount
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning of period
|
$
|
1,638,929
|
|
|
$
|
1,373,428
|
|
|
$
|
164,360
|
|
Acquisitions
|
1,140,896
|
|
|
260,543
|
|
|
1,205,607
|
|
|||
Additions
|
11,411
|
|
|
8,538
|
|
|
3,502
|
|
|||
Disposals and other
|
(308
|
)
|
|
(3,580
|
)
|
|
(41
|
)
|
|||
End of period
|
$
|
2,790,928
|
|
|
$
|
1,638,929
|
|
|
$
|
1,373,428
|
|
|
|
|
|
|
|
||||||
Accumulated depreciation
|
|
|
|
|
|
||||||
Beginning of period
|
$
|
(56,988
|
)
|
|
$
|
(10,526
|
)
|
|
$
|
(1,558
|
)
|
Depreciation expense
|
(72,767
|
)
|
|
(46,622
|
)
|
|
(8,984
|
)
|
|||
Disposals and other
|
(33
|
)
|
|
160
|
|
|
16
|
|
|||
Balance at end of year
|
$
|
(129,788
|
)
|
|
$
|
(56,988
|
)
|
|
$
|
(10,526
|
)
|
(a)
|
Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
|
(b)
|
Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Management Agreement, dated as of July 5, 2012, between Sun Oak Management LLC and Sun Oak Leasing LLC.
|
Management Agreement, dated as of July 5, 2012, between Orchard Park Management LLC and Orchard Park Leasing LLC.
|
Management Agreement, dated as of July 5, 2012, between Desert Flower Management LLC and Desert Flower Leasing LLC.
|
Management Agreement, dated as of July 5, 2012, between Canyon Creek Property Management LLC and Canyon Creek Leasing LLC.
|
Management Agreement, dated as of July 5, 2012, between Regent Court Management LLC and Regent Court Leasing LLC.
|
Management Agreement, dated as of July 5, 2012, between Sunshine Villa Management LLC and Sunshine Villa Leasing LLC.
|
Management Agreement, dated as of July 5, 2012, between Sheldon Park Management LLC and Sheldon Park Leasing LLC.
|
In addition, the following Master Lease and Guaranty of Lease are substantially identical in all material respects, except as to the parties thereto, to the Master Lease and Guaranty of Lease that are filed as Exhibits 10.17 and 10.18, respectively, hereto and are being omitted in reliance on Instruction 2 to Item 601 of Regulation S-K:
|
Master Lease, dated December 23, 2013, by and among the Landlords named therein and NCT Master Tenant II LLC.
|
Guaranty of Lease, dated December 23, 2013, by Holiday AL Holdings LP in favor of the Landlords named therein.
|
In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company has filed only one of 52 Multifamily Loan and Security Agreements dated as of March 27, 2015 and the related Multifamily Notes as Exhibit 10.8 and Exhibit 10.9, respectively, as the omitted Multifamily Loan and Security Agreements and the related Multifamily Notes are substantially identical in all material respects to the loan and note included as Exhibit 10.8 and Exhibit 10.9, respectively, except as to the borrower thereto, the principal amount and certain property-specific provisions.
|
In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company has filed only one of 28 Multifamily Loan and Security Agreements dated as of August 12, 2015 and the related Multifamily Notes as Exhibit 10.10 and Exhibit 10.11, respectively, as the omitted Multifamily Loan and Security Agreements and the related Multifamily Notes are substantially identical in all material respects to the loan and note included as Exhibit 10.10 and Exhibit 10.11, respectively, except as to the borrower thereto, the principal amount and certain property-specific provisions.
|
NEW SENIOR INVESTMENT GROUP
|
|
By:
|
/s/ Wesley R. Edens
|
Wesley R. Edens
|
|
Chairman of the Board
|
|
|
|
February 26, 2016
|
By:
|
/s/ Wesley R. Edens
|
Wesley R. Edens
|
|
Chairman of the Board
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Susan Givens
|
Susan Givens
|
|
Director and Chief Executive Officer
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Justine A. Cheng
|
Justine A. Cheng
|
|
Chief Financial Officer
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Julien P. Hontang
|
Julien P. Hontang
|
|
Principal Accounting Officer
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Virgis W. Colbert
|
Virgis W. Colbert
|
|
Director
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Michael D. Malone
|
Michael D. Malone
|
|
Director
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Stuart A. McFarland
|
Stuart A. McFarland
|
|
Director
|
|
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Cassia van der Hoof Holstein
|
Cassia van der Hoof Holstein
|
|
Director
|
|
|
|
February 26, 2016
|
|
NEW SENIOR INVESTMENT GROUP INC.
|
|
|
|
|
|
By:
|
/s/ Justine Cheng
|
|
Name:
|
Justine Cheng
|
|
Title:
|
Chief Financial Officer and Treasurer
|
|
LEVIN CAPITAL STRATEGIES, L.P.
|
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
Name:
|
John A. Levin
|
|
Title:
|
Managing Member and Chief Executive Officer
|
|
LCS EVENT PARTNERS, LLC
|
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
Name:
|
John A. Levin
|
|
Title:
|
Managing Member
|
|
LCS, LLC
|
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
Name:
|
John A. Levin
|
|
Title:
|
Managing Member
|
|
LCS L/S, LLC
|
|
|
|
|
|
By:
|
/s/ John A. Levin
|
|
Name:
|
John A. Levin
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
|
/s/ John A. Levin
|
|
|
John A. Levin
|
|
|
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
1.
|
New Senior Investment Group Inc
|
|
Delaware
|
2.
|
SNR Operations LLC (f/k/a TRS LLC)
|
|
Delaware
|
3.
|
Propco LLC
|
|
Delaware
|
4.
|
BF Leasing LLC
|
|
Delaware
|
5.
|
BF Owner LLC
|
|
Delaware
|
6.
|
B Leasing LLC
|
|
Delaware
|
7.
|
B Owner LLC
|
|
Delaware
|
8.
|
B California Leasing LLC
|
|
Delaware
|
9.
|
B Oregon Leasing LLC
|
|
Delaware
|
10.
|
B Arizona Leasing LLC
|
|
Delaware
|
11.
|
B Utah Leasing LLC
|
|
Delaware
|
12.
|
B Idaho Leasing LLC
|
|
Delaware
|
13.
|
Orchard Park Leasing LLC
|
|
Delaware
|
14.
|
Sun Oak Leasing LLC
|
|
Delaware
|
15.
|
Sunshine Villa Leasing LLC
|
|
Delaware
|
16.
|
Regent Court Leasing LLC
|
|
Delaware
|
17.
|
Sheldon Park Leasing LLC
|
|
Delaware
|
18.
|
Desert Flower Leasing LLC
|
|
Delaware
|
19.
|
Canyon Creek Leasing LLC
|
|
Delaware
|
20.
|
Willow Park Leasing LLC
|
|
Delaware
|
21.
|
B California Owner LLC
|
|
Delaware
|
22.
|
B Oregon Owner LLC
|
|
Delaware
|
23.
|
B Arizona Owner LLC
|
|
Delaware
|
24.
|
B Utah Owner LLC
|
|
Delaware
|
25.
|
B Idaho Owner LLC
|
|
Delaware
|
26.
|
Orchard Park Owner LLC
|
|
Delaware
|
27.
|
Sun Oak Owner LLC
|
|
Delaware
|
28.
|
Sunshine Villa Owner LLC
|
|
Delaware
|
29.
|
Regent Court Owner LLC
|
|
Delaware
|
30.
|
Sheldon Park Owner LLC
|
|
Delaware
|
31.
|
Desert Flower Owner LLC
|
|
Delaware
|
32.
|
Canyon Creek Owner LLC
|
|
Delaware
|
33.
|
Willow Park Owner LLC
|
|
Delaware
|
34.
|
RLG Leasing LLC
|
|
Delaware
|
35.
|
RLG Owner LLC
|
|
Delaware
|
36.
|
RLG Utah Leasing LLC
|
|
Delaware
|
37.
|
RLG Utah Owner LLC
|
|
Delaware
|
38.
|
Heritage Place Leasing LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
39.
|
Golden Living Taylorsville Leasing LLC
|
|
Delaware
|
40.
|
Chateau Brickyard Operations LLC
|
|
Delaware
|
41.
|
Heritage Place Owner LLC
|
|
Delaware
|
42.
|
Golden Living Taylorsville Owner LLC
|
|
Delaware
|
43.
|
Chateau Brickyard Owner LLC
|
|
Delaware
|
44.
|
Propco 2 LLC
|
|
Delaware
|
45.
|
NIC Courtyards Owner LLC
|
|
Delaware
|
46.
|
Propco 3 LLC
|
|
Delaware
|
47.
|
NIC Courtyards Leasing LLC
|
|
Delaware
|
48.
|
NIC Courtyards LLC
|
|
Delaware
|
49.
|
NIC Acquisitions LLC
|
|
Delaware
|
50.
|
NIC 4/5 Leasing LLC
|
|
Delaware
|
51.
|
NIC 5 Florida Leasing LLC
|
|
Delaware
|
52.
|
NIC 5 Spring Haven Leasing LLC
|
|
Delaware
|
53.
|
NIC 5 Renaissance Retirement Leasing LLC
|
|
Delaware
|
54.
|
NIC 5 Forest Oaks Leasing LLC
|
|
Delaware
|
55.
|
NIC 4 Florida Leasing LLC
|
|
Delaware
|
56.
|
NIC 4 The Grande Leasing LLC
|
|
Delaware
|
57.
|
NIC 4 Village Place Leasing LLC
|
|
Delaware
|
58.
|
NIC 4 Bradenton Oaks Leasing LLC
|
|
Delaware
|
59.
|
NIC 4 Spring Oaks Leasing LLC
|
|
Delaware
|
60.
|
NIC 4 Summerfield Leasing LLC
|
|
Delaware
|
61.
|
NIC 4 Emerald Park Retirement Leasing LLC
|
|
Delaware
|
62.
|
NIC 4 Bayside Terrace Leasing LLC
|
|
Delaware
|
63.
|
NIC 4 Balmoral Leasing LLC
|
|
Delaware
|
64.
|
NIC 4 Sunset Lake Leasing LLC
|
|
Delaware
|
65.
|
NIC 4 North Carolina Leasing LLC
|
|
Delaware
|
66.
|
NIC 4 Courtyards of New Bern Owner LLC
|
|
Delaware
|
67.
|
NIC 4 Virginia Owner LLC
|
|
Delaware
|
68.
|
NIC 4 Virginia Leasing LLC
|
|
Delaware
|
69.
|
NIC 5 Owner LLC
|
|
Delaware
|
70.
|
NIC 5 Florida Owner LLC
|
|
Delaware
|
71.
|
NIC 5 Spring Haven Owner LLC
|
|
Delaware
|
72.
|
NIC 5 Renaissance Retirement Owner LLC
|
|
Delaware
|
73.
|
NIC 5 Forest Oaks Owner LLC
|
|
Delaware
|
74.
|
NIC 5 Lake Morton Plaza Owner LLC
|
|
Delaware
|
75.
|
NIC 7 Glen Riddle Owner LLC
|
|
Delaware
|
76.
|
NIC 7 Pennsylvania Owner LLC
|
|
Delaware
|
77.
|
NIC 7 Owner LLC
|
|
Delaware
|
78.
|
Propco 7 LLC
|
|
Delaware
|
79.
|
NIC 8 Schenley Gardens Owner LLC
|
|
Delaware
|
80.
|
NIC 8 Pennsylvania Owner LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
81.
|
NIC 8 Owner LLC
|
|
Delaware
|
82.
|
Propco 8 LLC
|
|
Delaware
|
83.
|
NIC 6 Owner LLC
|
|
Delaware
|
84.
|
Propco 6 LLC
|
|
Delaware
|
85.
|
NIC 6 Manor at Woodside Management LLC
|
|
Delaware
|
86.
|
NIC 6 New York Management LLC
|
|
Delaware
|
87.
|
NIC 6 Management LLC
|
|
Delaware
|
88.
|
NIC 6 New York Owner LLC
|
|
Delaware
|
89.
|
NIC 7 Glen Riddle Leasing LLC
|
|
Delaware
|
90.
|
NIC 7 Pennsylvania Leasing LLC
|
|
Delaware
|
91.
|
NIC 7 Leasing LLC
|
|
Delaware
|
92.
|
NIC 5 Lake Morton Plaza Leasing LLC
|
|
Delaware
|
93.
|
NIC 4 Emerald Park Retirement Owner LLC
|
|
Delaware
|
94.
|
Propco 5 LLC
|
|
Delaware
|
95.
|
NIC 8 Leasing LLC
|
|
Delaware
|
96.
|
NIC 8 Pennsylvania Leasing LLC
|
|
Delaware
|
97.
|
NIC 8 Schenley Gardens Leasing LLC
|
|
Delaware
|
98.
|
NIC Texas Courtyards Leasing LLC
|
|
Delaware
|
99.
|
NIC 4 Royal Palm Leasing LLC
|
|
Delaware
|
100.
|
NIC 6 Manor at Woodside Owner LLC
|
|
Delaware
|
101.
|
NIC 4 Royal Palm Owner LLC
|
|
Delaware
|
102.
|
Propco 9 LLC
|
|
Delaware
|
103.
|
NIC 9 Virginia Owner LLC
|
|
Delaware
|
104.
|
NIC 9 Heritage Oaks Owner LLC
|
|
Delaware
|
105.
|
NIC 9 Virginia Management LLC
|
|
Delaware
|
106.
|
NIC 9 Heritage Oaks Management LLC
|
|
Delaware
|
107.
|
Propco 10 LLC
|
|
Delaware
|
108.
|
NIC 10 Florida Leasing LLC
|
|
Delaware
|
109.
|
NIC 10 Florida Owner LLC
|
|
Delaware
|
110.
|
NIC 10 Barkley Place Leasing LLC
|
|
Delaware
|
111.
|
NIC 10 Barkley Place Owner LLC
|
|
Delaware
|
112.
|
Propco 12 LLC
|
|
Delaware
|
113.
|
NIC 12 Owner LLC
|
|
Delaware
|
114.
|
NIC 12 Arlington Plaza Owner LLC
|
|
Delaware
|
115.
|
NIC 12 Blair House Owner LLC
|
|
Delaware
|
116.
|
NIC 12 Blue Water Lodge Owner LLC
|
|
Delaware
|
117.
|
NIC 12 Chateau Ridgeland Owner LLC
|
|
Delaware
|
118.
|
NIC 12 Cherry Laurel Owner LLC
|
|
Delaware
|
119.
|
NIC 12 Colonial Harbor Owner LLC
|
|
Delaware
|
120.
|
NIC 12 Country Squire Owner LLC
|
|
Delaware
|
121.
|
NIC 12 Courtyard At Lakewood Owner LLC
|
|
Delaware
|
122.
|
NIC 12 Desoto Beach Club Owner LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
123.
|
NIC 12 El Dorado Owner LLC
|
|
Delaware
|
124.
|
NIC 12 Essex House Owner LLC
|
|
Delaware
|
125.
|
NIC 12 Fleming Point Owner LLC
|
|
Delaware
|
126.
|
NIC 12 Grasslands Estates Owner LLC
|
|
Delaware
|
127.
|
NIC 12 Grizzly Peak Owner LLC
|
|
Delaware
|
128.
|
NIC 13 Hidden Lakes Owner LLC
|
|
Delaware
|
129.
|
NIC 12 Jackson Oaks Owner LLC
|
|
Delaware
|
130.
|
NIC 12 Maple Downs Owner LLC
|
|
Delaware
|
131.
|
NIC 12 Parkwood Estates Owner LLC
|
|
Delaware
|
132.
|
NIC 12 Pioneer Valley Lodge Owner LLC
|
|
Delaware
|
133.
|
NIC 12 Regency Residence Owner LLC
|
|
Delaware
|
134.
|
NIC 12 Simi Hills Owner LLC
|
|
Delaware
|
135.
|
NIC 12 Stoneybrook Lodge Owner LLC
|
|
Delaware
|
136.
|
NIC 12 Summerfield Estates Owner LLC
|
|
Delaware
|
137.
|
NIC 12 Ventura Place Owner LLC
|
|
Delaware
|
138.
|
Propco 13 LLC
|
|
Delaware
|
139.
|
NIC 13 Owner LLC
|
|
Delaware
|
140.
|
NIC 13 The Bentley Owner LLC
|
|
Delaware
|
141.
|
NIC 12 Briarcrest Estates Owner LLC
|
|
Delaware
|
142.
|
NIC 13 Dogwood Estates Owner LLC
|
|
Delaware
|
143.
|
NIC 13 Durham Regent Owner LLC
|
|
Delaware
|
144.
|
NIC 13 Fountains At Hidden Lakes Owner LLC
|
|
Delaware
|
145.
|
NIC 13 Illahee Hills Owner LLC
|
|
Delaware
|
146.
|
NIC 13 Jordan Oaks Owner LLC
|
|
Delaware
|
147.
|
NIC 13 Lodge at Cold Spring Owner LLC
|
|
Delaware
|
148.
|
NIC 13 Madison Estates Owner LLC
|
|
Delaware
|
149.
|
NIC 13 Manor at Oakridge Owner LLC
|
|
Delaware
|
150.
|
NIC 13 Oakwood Hills Owner LLC
|
|
Delaware
|
151.
|
NIC 13 Orchid Terrace Owner LLC
|
|
Delaware
|
152.
|
NIC 13 Palmer Hills Owner LLC
|
|
Delaware
|
153.
|
NIC 13 Pinewood Hills Owner LLC
|
|
Delaware
|
154.
|
NIC 13 Pueblo Regent Owner LLC
|
|
Delaware
|
155.
|
NIC 13 The Regent Owner LLC
|
|
Delaware
|
156.
|
NIC 13 Rock Creek Owner LLC
|
|
Delaware
|
157.
|
NIC 13 Sheldon Oaks Owner LLC
|
|
Delaware
|
158.
|
NIC 13 Sky Peaks Owner LLC
|
|
Delaware
|
159.
|
NIC 13 Thornton Place Owner LLC
|
|
Delaware
|
160.
|
NIC 13 Uffelman Estates Owner LLC
|
|
Delaware
|
161.
|
NIC 13 Village Gate Owner LLC
|
|
Delaware
|
162.
|
NIC 13 Vista De La Montana Owner LLC
|
|
Delaware
|
163.
|
NIC 13 Walnut Woods Owner LLC
|
|
Delaware
|
164.
|
NIC 13 The Westmont Owner LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
165.
|
NIC 13 Whiterock Court Owner LLC
|
|
Delaware
|
166.
|
Propco 4 LLC
|
|
Delaware
|
167.
|
NIC 4 Owner LLC
|
|
Delaware
|
168.
|
NIC 4 Florida Owner LLC
|
|
Delaware
|
169.
|
NIC 4 North Carolina Owner LLC
|
|
Delaware
|
170.
|
NIC 4 The Plaza Leasing LLC
|
|
Delaware
|
171.
|
NIC 4 Courtyards of New Bern Leasing LLC
|
|
Delaware
|
172.
|
NIC 4 The Grande Owner LLC
|
|
Delaware
|
173.
|
NIC 4 Village Place Owner LLC
|
|
Delaware
|
174.
|
NIC 4 Bradenton Oaks Owner LLC
|
|
Delaware
|
175.
|
NIC 4 Spring Oaks Owner LLC
|
|
Delaware
|
176.
|
NIC 4 Summerfield Owner LLC
|
|
Delaware
|
177.
|
NIC 4 Bayside Terrace Owner LLC
|
|
Delaware
|
178.
|
NIC 4 Balmoral Owner LLC
|
|
Delaware
|
179.
|
NIC 4 The Plaza Owner LLC
|
|
Delaware
|
180.
|
NIC 4 Sunset Lake Owner LLC
|
|
Delaware
|
181.
|
NIC 12 Greeley Place Owner LLC
|
|
Delaware
|
182.
|
Propco 11 LLC
|
|
Delaware
|
183.
|
NIC 11 Michigan Owner LLC
|
|
Delaware
|
184.
|
NIC 11 Ashford Court Owner LLC
|
|
Delaware
|
185.
|
NIC 11 Michigan Management LLC
|
|
Delaware
|
186.
|
NIC 11 Ashford Court Management LLC
|
|
Delaware
|
187.
|
Propco 14 LLC
|
|
Delaware
|
188.
|
NIC 14 Ohio Owner LLC
|
|
Delaware
|
189.
|
NIC 14 Ohio Leasing LLC
|
|
Delaware
|
190.
|
NIC 14 Dayton Owner LLC
|
|
Delaware
|
191.
|
NIC 14 Dayton Leasing LLC
|
|
Delaware
|
192.
|
NIC 15 New Hampshire Leasing LLC
|
|
Delaware
|
193.
|
NIC 15 Pines of New Market Leasing LLC
|
|
Delaware
|
194.
|
NIC 15 Kirkwood Corners Leasing LLC
|
|
Delaware
|
195.
|
NIC 15 Pine Rock Manor Leasing LLC
|
|
Delaware
|
196.
|
Propco 15 LLC
|
|
Delaware
|
197.
|
NIC 15 New Hampshire Owner LLC
|
|
Delaware
|
198.
|
NIC 15 Pines of New Market Owner LLC
|
|
Delaware
|
199.
|
NIC 15 Pine Rock Manor Owner LLC
|
|
Delaware
|
200.
|
NIC 15 Kirkwood Corners Owner LLC
|
|
Delaware
|
201.
|
Propco 16 LLC
|
|
Delaware
|
202.
|
NIC 16 Owner LLC
|
|
Delaware
|
203.
|
NIC 16 Autumn Leaves Owner LLC
|
|
Delaware
|
204.
|
NIC 16 Monticello West Owner LLC
|
|
Delaware
|
205.
|
NIC 16 Parkwood Healthcare Owner LLC
|
|
Delaware
|
206.
|
NIC 16 Parkwood Retirement Owner LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
207.
|
NIC 16 Signature Pointe Owner LLC
|
|
Delaware
|
208.
|
NIC 16 Walnut Place Owner LLC
|
|
Delaware
|
209.
|
Propco 17 LLC
|
|
Delaware
|
210.
|
NIC 17 Owner LLC
|
|
Delaware
|
211.
|
NIC 17 Windsor Owner LLC
|
|
Delaware
|
|
(f/k/a NIC 10 Primrose Santa Rosa Owner LLC)
|
|
|
212.
|
NIC 17 Leasing LLC
|
|
Delaware
|
213.
|
NIC 17 Windsor Leasing LLC
|
|
Delaware
|
214.
|
Propco 18 LLC
|
|
Delaware
|
215.
|
NIC 18 Owner LLC
|
|
Delaware
|
216.
|
NIC 18 Gardens Owner LLC
|
|
Delaware
|
217.
|
NIC 18 Leasing LLC
|
|
Delaware
|
218.
|
NIC 18 Gardens Leasing LLC
|
|
Delaware
|
219.
|
Propco 19 LLC
|
|
Delaware
|
220.
|
NIC 19 Owner LLC
|
|
Delaware
|
221.
|
NIC 19 Powell Owner LLC
|
|
Delaware
|
222.
|
NIC 19 Raintree Owner LLC
|
|
Delaware
|
223.
|
NIC 19 Leasing LLC
|
|
Delaware
|
224.
|
NIC 19 Powell Leasing LLC
|
|
Delaware
|
225.
|
NIC 19 Raintree Leasing LLC
|
|
Delaware
|
226.
|
Propco 20 LLC
|
|
Delaware
|
227.
|
NIC 20 Owner LLC
|
|
Delaware
|
228.
|
NIC 20 Grand View Owner LLC
|
|
Delaware
|
229.
|
NIC 20 Leasing LLC
|
|
Delaware
|
230.
|
NIC 20 Grand View Leasing LLC
|
|
Delaware
|
231.
|
Propco 21 LLC
|
|
Delaware
|
232.
|
SNR 21 Owner LLC
|
|
Delaware
|
233.
|
SNR 21 Logan Square Owner LLC
|
|
Delaware
|
234.
|
Propco 22 LLC
|
|
Delaware
|
235.
|
SNR 22 Owner LLC
|
|
Delaware
|
236.
|
SNR 22 OKC Owner LLC
|
|
Delaware
|
237.
|
SNR 22 Shreveport Owner LLC
|
|
Delaware
|
238.
|
SNR 22 Southfield Owner LLC
|
|
Delaware
|
239.
|
SNR 22 Winston-Salem Owner LLC
|
|
Delaware
|
240.
|
SNR 22 Management LLC
|
|
Delaware
|
241.
|
SNR 22 OKC Management LLC
|
|
Delaware
|
242.
|
SNR 22 Shreveport Management LLC
|
|
Delaware
|
243.
|
SNR 22 Southfield Management LLC
|
|
Delaware
|
244.
|
SNR 22 Winston-Salem Management LLC
|
|
Delaware
|
245.
|
Propco 23 LLC
|
|
Delaware
|
246.
|
SNR 23 Owner LLC
|
|
Delaware
|
247.
|
SNR 23 Ivy Springs Owner LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
248.
|
SNR 23 Grace Manor Owner LLC
|
|
Delaware
|
249.
|
SNR 23 SNR Leasing LLC
|
|
Delaware
|
250.
|
SNR 23 Ivy Springs Leasing LLC
|
|
Delaware
|
251.
|
SNR 23 Grace Manor Leasing LLC
|
|
Delaware
|
252.
|
Propco 24 LLC
|
|
Delaware
|
253.
|
SNR 24 Owner LLC
|
|
Delaware
|
254.
|
SNR 24 Bluebird Estates Owner LLC
|
|
Delaware
|
255.
|
SNR 24 Bridge Park Owner LLC
|
|
Delaware
|
256.
|
SNR 24 Chateau at Harveston Owner LLC
|
|
Delaware
|
257.
|
SNR 24 Copley Place Owner LLC
|
|
Delaware
|
258.
|
SNR 24 Crescent Heights Owner LLC
|
|
Delaware
|
259.
|
SNR 24 Cypress Woods Owner LLC
|
|
Delaware
|
260.
|
SNR 24 Golden Oaks Owner LLC
|
|
Delaware
|
261.
|
SNR 24 Lodge at Wake Forest Owner LLC
|
|
Delaware
|
262.
|
SNR 24 GP Owner LLC
|
|
Delaware
|
263.
|
SNR 24 Maple Suites Owner LLC
|
|
Delaware
|
264.
|
SNR 24 Olympus Ranch Owner LLC
|
|
Delaware
|
265.
|
SNR 24 Peninsula Owner LLC
|
|
Delaware
|
266.
|
SNR 24 Rancho Village Owner LLC
|
|
Delaware
|
267.
|
SNR 24 Rolling Hills Ranch Owner LLC
|
|
Delaware
|
268.
|
SNR 24 Shads Landing Owner LLC
|
|
Delaware
|
269.
|
SNR 24 Sterling Court Owner LLC
|
|
Delaware
|
270.
|
SNR 24 Venetian Gardens Owner LLC
|
|
Delaware
|
271.
|
SNR 24 Windward Palms Owner LLC
|
|
Delaware
|
272.
|
SNR 24 Management LLC
|
|
Delaware
|
273.
|
SNR 24 Bluebird Estates Management LLC
|
|
Delaware
|
274.
|
SNR 24 Bridge Park Management LLC
|
|
Delaware
|
275.
|
SNR 24 Chateau at Harveston Management LLC
|
|
Delaware
|
276.
|
SNR 24 Copley Place Management LLC
|
|
Delaware
|
277.
|
SNR 24 Crescent Heights Management LLC
|
|
Delaware
|
278.
|
SNR 24 Cypress Woods Management LLC
|
|
Delaware
|
279.
|
SNR 24 Golden Oaks Management LLC
|
|
Delaware
|
280.
|
SNR 24 Lodge at Wake Forest Management LLC
|
|
Delaware
|
281.
|
SNR 24 Maple Suites Management LLC
|
|
Delaware
|
282.
|
SNR 24 Olympus Ranch Management LLC
|
|
Delaware
|
283.
|
SNR 24 Peninsula Management LLC
|
|
Delaware
|
284.
|
SNR 24 Rancho Village Management LLC
|
|
Delaware
|
285.
|
SNR 24 Rolling Hills Ranch Management LLC
|
|
Delaware
|
286.
|
SNR 24 Shads Landing Management LLC
|
|
Delaware
|
287.
|
SNR 24 Sterling Court Management LLC
|
|
Delaware
|
288.
|
SNR 24 Venetian Gardens Management LLC
|
|
Delaware
|
289.
|
SNR 24 Windward Palms Management LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
290.
|
Propco 26 LLC
|
|
Delaware
|
291.
|
SNR 26 Owner LLC
|
|
Delaware
|
292.
|
SNR 26 Plymouth Court Owner LLC
|
|
Delaware
|
293.
|
SNR 26 Mayflower Court Owner LLC
|
|
Delaware
|
294.
|
SNR 26 Leasing LLC
|
|
Delaware
|
295.
|
SNR 26 Plymouth Court Leasing LLC
|
|
Delaware
|
296.
|
SNR 26 Mayflower Court Leasing LLC
|
|
Delaware
|
297.
|
Propco 25 LLC
|
|
Delaware
|
298.
|
SNR 25 Owner LLC
|
|
Delaware
|
299.
|
SNR 25 Legacy at Bear Creek Owner LLC
|
|
Delaware
|
300.
|
SNR 25 Legacy at Georgetown Owner LLC
|
|
Delaware
|
301.
|
SNR 25 Leasing LLC
|
|
Delaware
|
302.
|
SNR 25 Legacy at Bear Creek Leasing LLC
|
|
Delaware
|
303.
|
SNR 25 Legacy at Georgetown Leasing LLC
|
|
Delaware
|
304.
|
Propco 27 LLC
|
|
Delaware
|
305.
|
SNR 27 Owner LLC
|
|
Delaware
|
306.
|
SNR 27 Alexis Gardens Owner LLC
|
|
Delaware
|
307.
|
SNR 27 Andover Place Owner LLC
|
|
Delaware
|
308.
|
SNR 27 Arcadia Place Owner LLC
|
|
Delaware
|
309.
|
SNR 27 Aspen View Owner LLC
|
|
Delaware
|
310.
|
SNR 27 Augustine Landing Owner LLC
|
|
Delaware
|
311.
|
SNR 27 Cedar Ridge Owner LLC
|
|
Delaware
|
312.
|
SNR 27 Echo Ridge Owner LLC
|
|
Delaware
|
313.
|
SNR 27 Elm Park Estates Owner LLC
|
|
Delaware
|
314.
|
SNR 27 Genesee Gardens Owner LLC
|
|
Delaware
|
315.
|
SNR 27 Greenwood Terrace Owner LLC
|
|
Delaware
|
316.
|
SNR 27 Holiday Hills Estates Owner LLC
|
|
Delaware
|
317.
|
SNR 27 Indigo Pines Owner LLC
|
|
Delaware
|
318.
|
SNR 27 Kalama Heights Owner LLC
|
|
Delaware
|
319.
|
SNR 27 Marion Woods Owner LLC
|
|
Delaware
|
320.
|
SNR 27 Montara Meadows Owner LLC
|
|
Delaware
|
321.
|
SNR 27 Niagara Village Owner LLC
|
|
Delaware
|
322.
|
SNR 27 Parkrose Chateau Owner LLC
|
|
Delaware
|
323.
|
SNR 27 Pinegate Owner LLC
|
|
Delaware
|
324.
|
SNR 27 Quail Run Estates Owner LLC
|
|
Delaware
|
325.
|
SNR 27 Quincy Place Owner LLC
|
|
Delaware
|
326.
|
SNR 27 Redbud Hills Owner LLC
|
|
Delaware
|
327.
|
SNR 27 Stone Lodge Owner LLC
|
|
Delaware
|
328.
|
SNR 27 The Jefferson Owner LLC
|
|
Delaware
|
329.
|
SNR 27 The Remington Owner LLC
|
|
Delaware
|
330.
|
SNR 27 The Springs of Escondido Owner LLC
|
|
Delaware
|
331.
|
SNR 27 The Springs of Napa Owner LLC
|
|
Delaware
|
|
Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
332.
|
SNR 27 The Woods at Holly Tree Owner LLC
|
|
Delaware
|
333.
|
SNR 27 University Pines Owner LLC
|
|
Delaware
|
334.
|
SNR 27 Management LLC
|
|
Delaware
|
335.
|
SNR 27 Alexis Gardens Management LLC
|
|
Delaware
|
336.
|
SNR 27 Andover Place Management LLC
|
|
Delaware
|
337.
|
SNR 27 Arcadia Place Management LLC
|
|
Delaware
|
338.
|
SNR 27 Aspen View Management LLC
|
|
Delaware
|
339.
|
SNR 27 Augustine Landing Management LLC
|
|
Delaware
|
340.
|
SNR 27 Cedar Ridge Management LLC
|
|
Delaware
|
341.
|
SNR 27 Echo Ridge Management LLC
|
|
Delaware
|
342.
|
SNR 27 Elm Park Estates Management LLC
|
|
Delaware
|
343.
|
SNR 27 Genesee Gardens Management LLC
|
|
Delaware
|
344.
|
SNR 27 Greenwood Terrace Management LLC
|
|
Delaware
|
345.
|
SNR 27 Holiday Hills Estates Management LLC
|
|
Delaware
|
346.
|
SNR 27 Indigo Pines Management LLC
|
|
Delaware
|
347.
|
SNR 27 Kalama Heights Management LLC
|
|
Delaware
|
348.
|
SNR 27 Marion Woods Management LLC
|
|
Delaware
|
349.
|
SNR 27 Montara Meadows Management LLC
|
|
Delaware
|
350.
|
SNR 27 Niagara Village Management LLC
|
|
Delaware
|
351.
|
SNR 27 Parkrose Chateau Management LLC
|
|
Delaware
|
352.
|
SNR 27 Pinegate Management LLC
|
|
Delaware
|
353.
|
SNR 27 Quail Run Estates Management LLC
|
|
Delaware
|
354.
|
SNR 27 Quincy Place Management LLC
|
|
Delaware
|
355.
|
SNR 27 Redbud Hills Management LLC
|
|
Delaware
|
356.
|
SNR 27 Stone Lodge Management LLC
|
|
Delaware
|
357.
|
SNR 27 The Jefferson Management LLC
|
|
Delaware
|
358.
|
SNR 27 The Remington Management LLC
|
|
Delaware
|
359.
|
SNR 27 The Springs of Escondido Management LLC
|
|
Delaware
|
360.
|
SNR 27 The Springs of Napa Management LLC
|
|
Delaware
|
361.
|
SNR 27 The Woods at Holly Tree Management LLC
|
|
Delaware
|
362.
|
SNR 27 University Pines Management LLC
|
|
Delaware
|
363.
|
Propco 28 LLC
|
|
Delaware
|
364.
|
SNR 28 Owner LLC
|
|
Delaware
|
365.
|
SNR 28 Chateau on Capitol Avenue Owner LLC
|
|
Delaware
|
366.
|
SNR 28 Chateau at River’s Edge Owner LLC
|
|
Delaware
|
367.
|
SNR 28 River’s Edge Owner LLC
|
|
Delaware
|
368.
|
SNR 28 Leasing LLC
|
|
Delaware
|
369.
|
SNR 28 Chateau on Capitol Avenue Leasing LLC
|
|
Delaware
|
370.
|
SNR 28 Chateau at River’s Edge Leasing LLC
|
|
Delaware
|
371.
|
SNR 28 River’s Edge Operations LLC
|
|
Delaware
|
I, Susan Givens, certify that:
|
||
|
||
1.
|
I have reviewed this annual report on Form 10-K of New Senior Investment Group Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 26, 2016
|
/s/ Susan Givens
|
|
(Date)
|
Susan Givens
|
|
|
Chief Executive Officer
|
I, Justine A. Cheng, certify that:
|
||
|
||
1.
|
I have reviewed this annual report on Form 10-K of New Senior Investment Group Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 26, 2016
|
/s/ Justine A. Cheng
|
|
(Date)
|
Justine A. Cheng
|
|
|
Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Susan Givens
|
|
Susan Givens
|
|
Chief Executive Officer
|
|
February 26, 2016
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(1)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Justine A. Cheng
|
|
Justine A. Cheng
|
|
Chief Financial Officer and Treasurer
|
|
February 26, 2016
|
|
|
|
|
Report of Independent Auditors
|
1
|
|
Consolidated Financial Statements
|
|
|
Consolidated Balance Sheets
|
2
|
|
Consolidated Statements of Operations
|
3
|
|
Consolidated Statements of Changes in Equity
|
4
|
|
Consolidated Statements of Cash Flows
|
5
|
|
Notes to Consolidated Financial Statements
|
6
|
|
|
|
|
|
Ernst & Young LLP
155 North Wacker Drive
Chicago, IL 60606-1789
|
|
Tel: +1 312 879 2000
Fax: +1 312 879 4000
ey.com
|
|
|
|
1
|
|
December 31
|
|||||
|
2015
|
2014
|
||||
Assets
|
|
|
||||
Investment in real estate
|
|
|
||||
Land and land improvements
|
$
|
40,350
|
|
$
|
40,312
|
|
Building and building improvements
|
267,610
|
|
265,637
|
|
||
Equipment
|
53,296
|
|
33,993
|
|
||
|
361,256
|
|
339,942
|
|
||
Less accumulated depreciation
|
(84,379
|
)
|
(70,503
|
)
|
||
|
276,877
|
|
269,439
|
|
||
Cash and cash equivalents
|
9,357
|
|
24,302
|
|
||
Cash and escrow deposits – restricted
|
1,096
|
|
1,174
|
|
||
Landlord required deposits
|
115,811
|
|
119,054
|
|
||
Accounts receivable, net
|
441
|
|
700
|
|
||
Prepaid expenses and other assets, net
|
39,609
|
|
20,644
|
|
||
Resident lease and other intangible assets, net
|
1,870
|
|
1,930
|
|
||
Total assets
|
$
|
445,061
|
|
$
|
437,243
|
|
|
|
|
||||
Liabilities and equity
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
51,852
|
|
$
|
29,970
|
|
Prepaid rent and deferred revenue
|
20,874
|
|
15,805
|
|
||
Tenant security deposits
|
2,970
|
|
3,623
|
|
||
Straight-line rent payable
|
106,736
|
|
55,873
|
|
||
Due to affiliate
|
10,731
|
|
22,127
|
|
||
Total liabilities
|
193,163
|
|
127,398
|
|
||
|
|
|
||||
Equity:
|
|
|
||||
Partnership
|
270,773
|
|
309,845
|
|
||
Non-controlling interest
|
(18,875
|
)
|
—
|
|
||
Total Equity
|
251,898
|
|
309,845
|
|
||
Total liabilities and equity
|
$
|
445,061
|
|
$
|
437,243
|
|
|
|
|
||||
|
|
|
||||
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
2
|
|
Years Ended December 31
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Revenue
|
|
|
|
||||||
Resident fees
|
$
|
463,961
|
|
$
|
412,055
|
|
$
|
89,246
|
|
Management fees
|
36,176
|
|
753
|
|
183
|
|
|||
Total revenue
|
$
|
500,137
|
|
$
|
412,808
|
|
$
|
89,429
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
||||||
Facility operating expenses
|
243,072
|
|
205,223
|
|
44,899
|
|
|||
General and administrative expenses
|
74,443
|
|
32,255
|
|
3,602
|
|
|||
Lease expense
|
234,521
|
|
205,623
|
|
20,903
|
|
|||
Depreciation and amortization
|
13,681
|
|
10,174
|
|
8,298
|
|
|||
Total expenses
|
565,717
|
|
453,275
|
|
77,702
|
|
|||
|
|
|
|
||||||
Operating (loss) income
|
(65,580
|
)
|
(40,467
|
)
|
11,727
|
|
|||
|
|
|
|
||||||
Interest expense:
|
|
|
|
||||||
Interest incurred
|
—
|
|
—
|
|
(13,000
|
)
|
|||
Amortization of deferred loan fees
|
—
|
|
—
|
|
(366
|
)
|
|||
Loss on mortgage notes payable
|
—
|
|
—
|
|
(5,983
|
)
|
|||
Net loss
|
(65,580
|
)
|
(40,467
|
)
|
(7,622
|
)
|
|||
Net loss attributable to non-controlling interest
|
(18,875
|
)
|
—
|
|
—
|
|
|||
Net loss attributable to the Partnership
|
$
|
(46,705
|
)
|
$
|
(40,467
|
)
|
$
|
(7,622
|
)
|
|
|
|
|
||||||
|
|
|
|
||||||
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
|
3
|
|
General Partners
|
Limited Partners
|
Non-controlling Interest
|
Total Equity
|
||||||||
|
|
|
|
|
||||||||
Balance at January 1, 2013
|
$
|
439
|
|
$
|
43,511
|
|
$
|
—
|
|
$
|
43,950
|
|
Net loss
|
(76
|
)
|
(7,546
|
)
|
—
|
|
(7,622
|
)
|
||||
Contributions
|
3,231
|
|
319,835
|
|
—
|
|
323,066
|
|
||||
Balance at December 31, 2013
|
3,594
|
|
355,800
|
|
—
|
|
359,394
|
|
||||
Net loss
|
(405
|
)
|
(40,062
|
)
|
—
|
|
(40,467
|
)
|
||||
Contributions
|
58
|
|
5,704
|
|
—
|
|
5,762
|
|
||||
Distributions
|
(149
|
)
|
(14,695
|
)
|
—
|
|
(14,844
|
)
|
||||
Balance at December 31, 2014
|
3,098
|
|
306,747
|
|
—
|
|
309,845
|
|
||||
Net loss
|
(467
|
)
|
(46,238
|
)
|
(18,875
|
)
|
(65,580
|
)
|
||||
Contributions
|
184
|
|
18,260
|
|
—
|
|
18,444
|
|
||||
Distributions
|
(108
|
)
|
(10,703
|
)
|
—
|
|
(10,811
|
)
|
||||
Balance at December 31, 2015
|
$
|
2,707
|
|
$
|
268,066
|
|
$
|
(18,875
|
)
|
$
|
251,898
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
4
|
|
Years Ended December 31
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Operating activities
|
|
|
|
||||||
Net loss
|
$
|
(65,580
|
)
|
$
|
(40,467
|
)
|
$
|
(7,622
|
)
|
Adjustments to reconcile net loss to net cash provided by
|
|
|
|
||||||
(used in) operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
13,681
|
|
10,174
|
|
8,298
|
|
|||
Amortization of deferred loan costs
|
—
|
|
—
|
|
366
|
|
|||
Amortization of resident incentives
|
948
|
|
1,335
|
|
1,486
|
|
|||
Straight-line rent expense
|
50,863
|
|
51,043
|
|
4,830
|
|
|||
Amortization of community fees
|
(7,404
|
)
|
(3,139
|
)
|
(580
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
||||||
Cash and escrow deposits – restricted
|
78
|
|
46
|
|
1,930
|
|
|||
Landlord required deposits
|
3,243
|
|
(13,937
|
)
|
(105,117
|
)
|
|||
Accounts receivable
|
259
|
|
89
|
|
(542
|
)
|
|||
Prepaid expenses and other assets
|
(19,983
|
)
|
(1,435
|
)
|
(15,739
|
)
|
|||
Accounts payable and accrued expenses
|
20,991
|
|
7,344
|
|
6,695
|
|
|||
Prepaid rent and deferred revenue
|
12,473
|
|
12,954
|
|
3,923
|
|
|||
Tenant security deposits
|
(653
|
)
|
(334
|
)
|
1,132
|
|
|||
Net cash provided by (used in) operating activities
|
8,916
|
|
23,673
|
|
(100,940
|
)
|
|||
|
|
|
|
||||||
Investing activities
|
|
|
|
||||||
Additions to investment in real estate
|
(20,098
|
)
|
(16,808
|
)
|
(3,425
|
)
|
|||
Cash used in investing activities
|
(20,098
|
)
|
(16,808
|
)
|
(3,425
|
)
|
|||
|
|
|
|
||||||
Financing activities
|
|
|
|
||||||
Repayment of principal on mortgage notes payable
|
—
|
|
—
|
|
(234,319
|
)
|
|||
Distributions
|
(261
|
)
|
(14,844
|
)
|
—
|
|
|||
Contributions
|
—
|
|
5,762
|
|
338,221
|
|
|||
Due (from) to affiliate
|
(3,502
|
)
|
21,898
|
|
2,875
|
|
|||
Net cash (used in) provided by financing activities
|
(3,763
|
)
|
12,816
|
|
106,777
|
|
|||
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(14,945
|
)
|
19,681
|
|
2,412
|
|
|||
Cash and cash equivalents at beginning of year
|
24,302
|
|
4,621
|
|
2,209
|
|
|||
Cash and cash equivalents at end of year
|
$
|
9,357
|
|
$
|
24,302
|
|
$
|
4,621
|
|
|
|
|
|
||||||
Continued on next page
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
|
|
|
5
|
|
Years Ended December 31
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
||||||
Cash paid for interest
|
$
|
—
|
|
$
|
—
|
|
$
|
14,040
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash information
|
|
|
|
||||||
Non-cash operating activities:
|
|
|
|
||||||
Assumption of assets and related liabilities:
|
|
|
|
||||||
Accounts payable and accrued expenses
|
$
|
—
|
|
$
|
(2,320
|
)
|
$
|
(12,272
|
)
|
Tenant security deposits
|
—
|
|
—
|
|
(1,901
|
)
|
|||
Prepaid rent
|
—
|
|
—
|
|
(1,170
|
)
|
|||
Cash and escrow deposits - restricted
|
—
|
|
83
|
|
188
|
|
|||
Prepaid expenses and other assets
|
—
|
|
401
|
|
—
|
|
|||
Non-cash financing activities:
|
|
|
|
||||||
Distributions
|
$
|
(10,550
|
)
|
$
|
—
|
|
$
|
—
|
|
Contributions
|
18,444
|
|
—
|
|
—
|
|
|||
Due (from) to affiliate
|
(7,894
|
)
|
—
|
|
—
|
|
|||
|
|
|
|
||||||
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
|
6
|
Properties
|
Communities
|
Units
|
|
|
|
Owned communities
|
8
|
1,673
|
Leased communities
|
123
|
14,691
|
|
|
|
6
|
|
|
|
7
|
Asset Categories
|
Estimated Useful Life (In Years)
|
|
|
Building and building improvements
|
15–40
|
Land improvements
|
15
|
Equipment
|
3–15
|
Resident lease intangibles
|
3–40
|
|
|
|
8
|
|
|
|
9
|
|
December 31
|
|||||
|
2015
|
2014
|
||||
|
|
|
||||
Security deposits
|
$
|
112,404
|
|
$
|
112,404
|
|
Property tax and reserves
|
3,407
|
|
6,650
|
|
||
Total landlord required deposits
|
$
|
115,811
|
|
$
|
119,054
|
|
|
|
|
10
|
|
|
|
11
|
|
|
|
12
|
•
|
Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Partnership has the ability to access.
|
•
|
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability, other than quoted prices, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
|
|
|
|
13
|
|
Resident Lease Intangibles, Ne
t
|
||
|
|
||
Balance at January 1, 2014
|
$
|
1,990
|
|
Amortization
|
(60
|
)
|
|
Balance at December 31, 2014
|
1,930
|
|
|
Amortization
|
(60
|
)
|
|
Balance at December 31, 2015
|
$
|
1,870
|
|
|
|
|
14
|
|
2015
|
2014
|
||||
|
|
|
||||
Deferred rent incentives, net
|
$
|
1,050
|
|
$
|
1,636
|
|
Prepaid real & personal property tax
|
1,483
|
|
1,210
|
|
||
Prepaid insurance
|
862
|
|
389
|
|
||
Other assets
|
20,841
|
|
5,867
|
|
||
Pre-paid lease expense
|
—
|
|
927
|
|
||
Due from affiliate
(see Note 10)
|
15,373
|
|
10,615
|
|
||
Total
|
$
|
39,609
|
|
$
|
20,644
|
|
|
2015
|
2014
|
||||
|
|
|
||||
Trade and accrued payables
|
$
|
18,467
|
|
$
|
8,106
|
|
Salaries and benefits
|
15,860
|
|
7,620
|
|
||
Property taxes
|
7,210
|
|
8,431
|
|
||
Insurance reserves
|
10,065
|
|
5,278
|
|
||
Other
|
250
|
|
535
|
|
||
Total
|
$
|
51,852
|
|
$
|
29,970
|
|
|
|
|
15
|
|
|
|
16
|
|
Year Ended December 31
|
||||||||
|
2015
|
2014
|
2013
|
||||||
|
|
|
|
||||||
Contractual operating lease expense
|
$
|
183,658
|
|
$
|
154,580
|
|
$
|
16,073
|
|
Noncash straight-line lease expense
|
50,863
|
|
51,043
|
|
4,830
|
|
|||
Lease expense
|
$
|
234,521
|
|
$
|
205,623
|
|
$
|
20,903
|
|
2016
|
$
|
191,770
|
|
2017
|
199,956
|
|
|
2018
|
206,532
|
|
|
2019
|
213,326
|
|
|
2020
|
220,347
|
|
|
Thereafter
|
2,403,147
|
|
|
Total
|
$
|
3,435,078
|
|
|
|
|
17
|
|
2015
|
||
Assets
|
|
||
Equipment, net
|
$
|
577
|
|
Cash and cash equivalents
|
9,340
|
|
|
Prepaid expenses and other assets, net
|
14,552
|
|
|
Total assets
|
$
|
24,469
|
|
|
|
||
Liabilities and equity
|
|
||
Accounts payable and accrued expenses
|
$
|
23,861
|
|
Due to affiliate
|
10,731
|
|
|
Total liabilities
|
34,592
|
|
|
|
|
||
Equity:
|
|
||
Member's equity
|
8,752
|
|
|
Non-controlling interest
|
(18,875
|
)
|
|
Total equity
|
(10,123
|
)
|
|
|
|
||
Total liabilities and equity
|
$
|
24,469
|
|
|
2015
|
||
Management fee revenue
|
$
|
36,176
|
|
General and administrative expenses
|
(74,443
|
)
|
|
Other expenses
|
(254
|
)
|
|
Net loss attributable to the management company
|
(38,521
|
)
|
|
Net loss attributable to non-controlling interest
|
$
|
(18,875
|
)
|
|
|
|
18
|
|
|
|
19
|
|
Harvest 2015
|
||
Number of buildings managed
|
78
|
|
|
|
|
||
Amounts received from related parties:
|
|
||
Management fee income
|
$
|
24,570
|
|
|
|
||
Expense reimbursements:
|
|
||
General and administrative
(1)
|
7,193
|
|
|
|
|
||
Total management fee income and expense reimbursements
|
$
|
31,763
|
|
|
|
||
Related party receivables included in prepaid expenses and other assets, net in the consolidated balance sheets
(2)
|
$
|
15,373
|
|
|
|
|
20
|
|
|
|
21
|