Summarized Condensed Consolidating Information (Tables)

3 Months Ended

Mar. 31, 2018

CONDENSED CONSOLIDATING BALANCE SHEETS

MARCH 31, 2018

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	835,324	$	341,816	$	—		$	1,177,140
Other real estate investments	—			12,387		5,644		—			18,031
Cash and cash equivalents	—			14,195		—		—			14,195
Accounts and other receivables, net	—			3,875		2,124		—			5,999
Prepaid expenses and other assets	—			1,916		3		—			1,919
Deferred financing costs, net	—			1,447		—		—			1,447
Investment in subsidiaries	609,496			454,075		—		(1,063,571		)	—
Intercompany	—			—		106,810		(106,810		)	—
Total assets	$	609,496		$	1,323,219	$	456,397	$	(1,170,381	)	$	1,218,731
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	294,584	$	—	$	—		$	294,584
Senior unsecured term loan, net	—			99,540		—		—			99,540
Unsecured revolving credit facility	—			200,000		—		—			200,000
Accounts payable and accrued liabilities	—			12,789		2,322		—			15,111
Dividends payable	15,608			—		—		—			15,608
Intercompany	—			106,810		—		(106,810		)	—
Total liabilities	15,608			713,723		2,322		(106,810		)	624,843
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 75,522,046 shares issued and outstanding as of March 31, 2018	755			—		—		—			755
Additional paid-in capital	783,509			531,420		321,761		(853,181		)	783,509
Cumulative distributions in excess of earnings	(190,376		)	78,076		132,314		(210,390		)	(190,376		)
Total equity	593,888			609,496		454,075		(1,063,571		)	593,888
Total liabilities and equity	$	609,496		$	1,323,219	$	456,397	$	(1,170,381	)	$	1,218,731

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2017

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	805,826	$	346,435	$	—		$	1,152,261
Other real estate investments	—			12,399		5,550		—			17,949
Cash and cash equivalents	—			6,909		—		—			6,909
Accounts and other receivables, net	—			2,945		2,309		—			5,254
Prepaid expenses and other assets	—			893		2		—			895
Deferred financing costs, net	—			1,718		—		—			1,718
Investment in subsidiaries	619,075			444,120		—		(1,063,195		)	—
Intercompany	—			—		92,061		(92,061		)	—
Total assets	$	619,075		$	1,274,810	$	446,357	$	(1,155,256	)	$	1,184,986
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	294,395	$	—	$	—		$	294,395
Senior unsecured term loan, net	—			99,517		—		—			99,517
Unsecured revolving credit facility	—			165,000		—		—			165,000
Accounts payable and accrued liabilities	—			15,176		2,237		—			17,413
Dividends payable	14,044			—		—		—			14,044
Intercompany	—			92,061		—		(92,061		)	—
Total liabilities	14,044			666,149		2,237		(92,061		)	590,369
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 75,478,202 shares issued and outstanding as of December 31, 2017	755			—		—		—			755
Additional paid-in capital	783,237			546,097		321,761		(867,858		)	783,237
Cumulative distributions in excess of earnings	(178,961		)	62,564		122,359		(195,337		)	(189,375		)
Total equity	605,031			608,661		444,120		(1,063,195		)	594,617
Total liabilities and equity	$	619,075		$	1,274,810	$	446,357	$	(1,155,256	)	$	1,184,986

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	19,398	$	14,418	$	—		$	33,816
Tenant reimbursements	—		1,764		1,204		—			2,968
Independent living facilities	—		—		799		—			799
Interest and other income	—		423		95		—			518
Total revenues	—		21,585		16,516		—			38,101
Expenses:
Depreciation and amortization	—		6,937		4,640		—			11,577
Interest expense	—		7,092		—		—			7,092
Property taxes	—		1,764		1,204		—			2,968
Independent living facilities	—		—		716		—			716
General and administrative	904		2,288		—		—			3,192
Total expenses	904		18,081		6,560		—			25,545
Gain on sale of real estate	—		2,051		—		—			2,051
Income in Subsidiary	15,511		9,956		—		(25,467		)	—
Net income	$	14,607	$	15,511	$	9,956	$	(25,467	)	$	14,607

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2017

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	13,223	$	14,116	$	—		$	27,339
Tenant reimbursements	—		1,078		1,243		—			2,321
Independent living facilities	—		—		793		—			793
Interest and other income	—		—		155		—			155
Total revenues	—		14,301		16,307		—			30,608
Expenses:
Depreciation and amortization	—		4,186		4,890		—			9,076
Interest expense	—		5,879		—		—			5,879
Property taxes	—		1,078		1,243		—			2,321
Independent living facilities	—		—		661		—			661
General and administrative	550		1,840		—		—			2,390
Total expenses	550		12,983		6,794		—			20,327
Income in Subsidiary	10,831		9,513		—		(20,344		)	—
Net income	$	10,281	$	10,831	$	9,513	$	(20,344	)	$	10,281

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	—		$	7,295		$	14,764		$	—		$	22,059
Cash flows from investing activities:
Acquisitions of real estate	—			(47,103		)	—			—			(47,103		)
Improvements to real estate	—			—			(11		)	—			(11		)
Purchases of equipment, furniture and fixtures	—			(23		)	(4		)	—			(27		)
Principal payments received on mortgage loan receivable	—			23			—			—			23
Escrow deposit for acquisition of real estate	—			(1,000		)	—			—			(1,000		)
Net proceeds from the sale of real estate	—			13,004			—			—			13,004
Distribution from subsidiary	14,044			—			—			(14,044		)	—
Intercompany financing	615			14,749			—			(15,364		)	—
Net cash provided by (used in) investing activities	14,659			(20,350		)	(15		)	(29,408		)	(35,114		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	(10		)	—			—			—			(10		)
Borrowings under unsecured revolving credit facility	—			60,000			—			—			60,000
Payments on unsecured revolving credit facility	—			(25,000		)	—			—			(25,000		)
Net-settle adjustment on restricted stock	(605		)	—			—			—			(605		)
Dividends paid on common stock	(14,044		)	—			—			—			(14,044		)
Distribution to Parent	—			(14,044		)	—			14,044			—
Intercompany financing	—			(615		)	(14,749		)	15,364			—
Net cash (used in) provided by financing activities	(14,659		)	20,341			(14,749		)	29,408			20,341
Net decrease in cash and cash equivalents	—			7,286			—			—			7,286
Cash and cash equivalents beginning of period	—			6,909			—			—			6,909
Cash and cash equivalents end of period	$	—		$	14,195		$	—		$	—		$	14,195

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2017

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities:	$	(14	)	$	6,001		$	14,179		$	—		$	20,166
Cash flows from investing activities:
Acquisitions of real estate	—			(54,568		)	—			—			(54,568		)
Improvements to real estate	—			(64		)	(25		)	—			(89		)
Purchases of equipment, furniture and fixtures	—			(93		)	(24		)	—			(117		)
Escrow deposits for acquisition of real estate	—			(700		)	—			—			(700		)
Net proceeds from the sale of real estate	—			—			—			—			—
Distribution from subsidiary	11,075			—			—			(11,075		)	—
Intercompany financing	(108,152		)	14,130			—			94,022			—
Net cash (used in) provided by investing activities	(97,077		)	(41,295		)	(49		)	82,947			(55,474		)
Cash flows from financing activities:													—
Proceeds from the issuance of common stock, net	108,166			—			—			—			108,166
Borrowings under unsecured revolving credit facility	—			45,000			—			—			45,000
Payments on unsecured revolving credit facility	—			(113,000		)	—			—			(113,000		)
Dividends paid on common stock	(11,075		)	—			—			—			(11,075		)
Distribution to Parent	—			(11,075		)	—			11,075			—
Intercompany financing	—			108,152			(14,130		)	(94,022		)	—
Net cash provided by (used in) financing activities	97,091			29,077			(14,130		)	(82,947		)	29,091
Net decrease in cash and cash equivalents	—			(6,217		)	—			—			(6,217		)
Cash and cash equivalents beginning of period	—			7,500			—			—			7,500
Cash and cash equivalents end of period	$	—		$	1,283		$	—		$	—		$	1,283