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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Care Capital Properties, Inc. (delisted) | NYSE:CCP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.21 | 0 | 01:00:00 |
|
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(Mark One)
|
|
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x
|
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017
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OR
|
||
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
|
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
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37-1781195
(I.R.S. Employer
Identification No.)
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Large accelerated filer
x
|
|
Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
¨
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Class of Common Stock:
|
|
Outstanding at May 5, 2017:
|
Common Stock, $0.01 par value
|
|
84,049,657
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|
|
|
|
|
|
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Page
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March 31,
2017 |
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December 31,
2016 |
||||
Assets
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Land and improvements
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$
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262,601
|
|
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$
|
262,064
|
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Buildings and improvements
|
2,812,433
|
|
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2,785,166
|
|
||
Construction in progress
|
24,999
|
|
|
45,892
|
|
||
Acquired lease intangibles
|
91,824
|
|
|
92,431
|
|
||
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3,191,857
|
|
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3,185,553
|
|
||
Accumulated depreciation and amortization
|
(727,907
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)
|
|
(702,809
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)
|
||
Net real estate property
|
2,463,950
|
|
|
2,482,744
|
|
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Net investment in direct financing lease
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22,636
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|
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22,531
|
|
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Net real estate investments
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2,486,586
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2,505,275
|
|
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Loans receivable, net
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61,522
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|
|
62,264
|
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Cash
|
17,891
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|
15,813
|
|
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Restricted cash
|
64,396
|
|
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—
|
|
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Goodwill
|
123,884
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|
|
123,884
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|
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Other assets
|
78,172
|
|
|
105,132
|
|
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Total assets
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$
|
2,832,451
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|
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$
|
2,812,368
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Liabilities and equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Term loans, senior notes and other debt
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$
|
1,477,591
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|
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$
|
1,414,534
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Tenant deposits
|
43,470
|
|
|
42,574
|
|
||
Lease intangible liabilities, net
|
99,027
|
|
|
103,182
|
|
||
Dividends payable
|
—
|
|
|
47,861
|
|
||
Accounts payable and other liabilities
|
25,160
|
|
|
37,177
|
|
||
Deferred income taxes
|
1,766
|
|
|
1,852
|
|
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Total liabilities
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1,647,014
|
|
|
1,647,180
|
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Commitments and contingencies
|
|
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Equity:
|
|
|
|
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Preferred stock, $0.01 par value; 10,000 shares authorized, unissued at March 31, 2017 and December 31, 2016
|
—
|
|
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—
|
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Common stock, $0.01 par value; 300,000 shares authorized, 84,069 and 83,970 shares issued at March 31, 2017 and December 31, 2016, respectively
|
841
|
|
|
840
|
|
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Additional paid-in capital
|
1,274,079
|
|
|
1,272,642
|
|
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Dividends in excess of net income
|
(102,752
|
)
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(119,750
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)
|
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Treasury stock, 20 and 11 shares at March 31, 2017 and December 31, 2016, respectively
|
(488
|
)
|
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(330
|
)
|
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Accumulated other comprehensive income
|
12,471
|
|
|
10,476
|
|
||
Total common stockholders’ equity
|
1,184,151
|
|
|
1,163,878
|
|
||
Noncontrolling interest
|
1,286
|
|
|
1,310
|
|
||
Total equity
|
1,185,437
|
|
|
1,165,188
|
|
||
Total liabilities and equity
|
$
|
2,832,451
|
|
|
$
|
2,812,368
|
|
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For the Three Months Ended March 31,
|
||||||
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2017
|
|
2016
|
||||
Revenues:
|
|
|
|
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Rental income, net
|
$
|
78,221
|
|
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$
|
81,351
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Income from investments in direct financing lease and loans
|
1,946
|
|
|
1,182
|
|
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Real estate services fee income
|
1,226
|
|
|
1,705
|
|
||
Interest and other income
|
323
|
|
|
305
|
|
||
Net gain on lease termination
|
1,115
|
|
|
—
|
|
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Total revenues
|
82,831
|
|
|
84,543
|
|
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Expenses:
|
|
|
|
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Interest
|
15,185
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|
|
10,067
|
|
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Depreciation and amortization
|
24,896
|
|
|
28,641
|
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Impairment on real estate investments and associated goodwill
|
—
|
|
|
5,499
|
|
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General, administrative and professional fees
|
8,729
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|
|
8,001
|
|
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Deal costs
|
197
|
|
|
1,160
|
|
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Loss on extinguishment of debt
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—
|
|
|
757
|
|
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Other expenses, net
|
913
|
|
|
94
|
|
||
Total expenses
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49,920
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|
|
54,219
|
|
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Income before income taxes, real estate dispositions and noncontrolling interests
|
32,911
|
|
|
30,324
|
|
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Income tax expense
|
(239
|
)
|
|
(421
|
)
|
||
Gain (loss) on real estate dispositions
|
32,245
|
|
|
(120
|
)
|
||
Net income
|
64,917
|
|
|
29,783
|
|
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Net income attributable to noncontrolling interests
|
8
|
|
|
17
|
|
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Net income attributable to common stockholders
|
$
|
64,909
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|
|
$
|
29,766
|
|
|
|
|
|
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Net income
|
64,917
|
|
|
29,783
|
|
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Other comprehensive gain (loss) - derivatives
|
1,995
|
|
|
(5,791
|
)
|
||
Total comprehensive income
|
66,912
|
|
|
23,992
|
|
||
Comprehensive income attributable to noncontrolling interests
|
8
|
|
|
17
|
|
||
Comprehensive income attributable to common stockholders
|
$
|
66,904
|
|
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$
|
23,975
|
|
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|
||||
Earnings per common share:
|
|
|
|
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Basic:
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|
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Net income attributable to common stockholders, excluding dividends on unvested restricted shares
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$
|
0.77
|
|
|
$
|
0.35
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Diluted:
|
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|
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Net income attributable to common stockholders, excluding dividends on unvested restricted shares
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$
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0.77
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$
|
0.35
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|
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Dividends declared per common share
|
$
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0.57
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|
$
|
0.57
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|
|
|
|
|
||||
Weighted average shares used in computing earnings per common share:
|
|
|
|
||||
Basic
|
83,670
|
|
|
83,544
|
|
||
Diluted
|
83,799
|
|
|
83,620
|
|
|
Common Stock Par Value
|
|
Additional Paid-In Capital
|
|
Dividends in Excess of Net Income
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|
Total Common Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||
Balance, January 1, 2016
|
$
|
838
|
|
|
$
|
1,264,650
|
|
|
$
|
(51,056
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,214,432
|
|
|
$
|
1,415
|
|
|
$
|
1,215,847
|
|
Net income attributable to common stockholders
|
—
|
|
|
—
|
|
|
122,743
|
|
|
—
|
|
|
—
|
|
|
122,743
|
|
|
—
|
|
|
122,743
|
|
||||||||
Net change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
(105
|
)
|
||||||||
Issuance of common stock for acquisition
|
2
|
|
|
1,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,373
|
|
|
—
|
|
|
1,373
|
|
||||||||
Stock-based compensation
|
—
|
|
|
6,621
|
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
6,291
|
|
|
—
|
|
|
6,291
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,476
|
|
|
10,476
|
|
|
—
|
|
|
10,476
|
|
||||||||
Dividends to common stockholders - $2.28 per share
|
—
|
|
|
—
|
|
|
(191,437
|
)
|
|
—
|
|
|
—
|
|
|
(191,437
|
)
|
|
—
|
|
|
(191,437
|
)
|
||||||||
Balance, December 31, 2016
|
$
|
840
|
|
|
$
|
1,272,642
|
|
|
$
|
(119,750
|
)
|
|
$
|
(330
|
)
|
|
$
|
10,476
|
|
|
$
|
1,163,878
|
|
|
$
|
1,310
|
|
|
$
|
1,165,188
|
|
Net income attributable to common stockholders
|
—
|
|
|
—
|
|
|
64,909
|
|
|
—
|
|
|
—
|
|
|
64,909
|
|
|
—
|
|
|
64,909
|
|
||||||||
Net change in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
||||||||
Issuance of common stock
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
1,438
|
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
1,280
|
|
|
—
|
|
|
1,280
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,995
|
|
|
1,995
|
|
|
—
|
|
|
1,995
|
|
||||||||
Dividends to common stockholders - $0.57 per share
|
—
|
|
|
—
|
|
|
(47,911
|
)
|
|
—
|
|
|
—
|
|
|
(47,911
|
)
|
|
—
|
|
|
(47,911
|
)
|
||||||||
Balance, March 31, 2017
|
$
|
841
|
|
|
$
|
1,274,079
|
|
|
$
|
(102,752
|
)
|
|
$
|
(488
|
)
|
|
$
|
12,471
|
|
|
$
|
1,184,151
|
|
|
$
|
1,286
|
|
|
$
|
1,185,437
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
64,917
|
|
|
$
|
29,783
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and impairment
|
23,737
|
|
|
33,122
|
|
||
Amortization of above and below market lease intangibles, net
|
(1,721
|
)
|
|
(2,032
|
)
|
||
Amortization of deferred financing fees
|
1,057
|
|
|
1,283
|
|
||
Accretion of direct financing lease
|
(400
|
)
|
|
(361
|
)
|
||
Amortization of leasing costs and other intangibles
|
1,134
|
|
|
1,018
|
|
||
Amortization of stock-based compensation
|
1,344
|
|
|
1,497
|
|
||
Straight-lining of rental income, net
|
3
|
|
|
(21
|
)
|
||
(Gain) loss on real estate dispositions
|
(32,245
|
)
|
|
120
|
|
||
Net gain on lease termination
|
(1,115
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
757
|
|
||
Deferred income tax (benefit) expense
|
(86
|
)
|
|
135
|
|
||
Other
|
(20
|
)
|
|
(26
|
)
|
||
Changes in operating assets and liabilities, net of effects of the acquisitions:
|
|
|
|
||||
Increase in other assets
|
(3,890
|
)
|
|
(2,007
|
)
|
||
Increase (decrease) in tenant deposits
|
881
|
|
|
(2,793
|
)
|
||
Decrease in accounts payable and other liabilities
|
(8,624
|
)
|
|
(10,091
|
)
|
||
Net cash provided by operating activities
|
44,972
|
|
|
50,384
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Net investment in real estate property
|
(2,936
|
)
|
|
—
|
|
||
Proceeds from real estate disposals
|
—
|
|
|
5,390
|
|
||
Investment in loans receivable
|
(28,949
|
)
|
|
(13,879
|
)
|
||
Proceeds from loans receivable
|
30,090
|
|
|
9,947
|
|
||
Development project expenditures
|
(5,110
|
)
|
|
(8,924
|
)
|
||
Capital expenditures
|
(950
|
)
|
|
(2,028
|
)
|
||
Net cash used in investing activities
|
(7,855
|
)
|
|
(9,494
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in borrowings under revolving credit facility
|
62,000
|
|
|
3,000
|
|
||
Proceeds from debt
|
—
|
|
|
200,000
|
|
||
Repayment of debt
|
—
|
|
|
(198,000
|
)
|
||
Payment of deferred financing costs
|
—
|
|
|
(1,790
|
)
|
||
Distributions to noncontrolling interest
|
(33
|
)
|
|
(32
|
)
|
||
Purchase of treasury stock
|
(1,234
|
)
|
|
(654
|
)
|
||
Cash distribution to common stockholders
|
(95,772
|
)
|
|
(47,861
|
)
|
||
Net cash used in financing activities
|
(35,039
|
)
|
|
(45,337
|
)
|
||
Net increase (decrease) in cash
|
2,078
|
|
|
(4,447
|
)
|
||
Cash at beginning of period
|
15,813
|
|
|
16,995
|
|
||
Cash at end of period
|
$
|
17,891
|
|
|
$
|
12,548
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
22,267
|
|
|
$
|
8,884
|
|
Income taxes refunded, net
|
(17
|
)
|
|
—
|
|
||
Supplemental schedule of non-cash activities:
|
|
|
|
||||
Transfer of real estate to receivables
|
—
|
|
|
4,432
|
|
||
Settlement of accrued acquisition costs via transfer of stock
|
—
|
|
|
1,372
|
|
||
(Decrease) increase in accrued capital expenditures
|
(2,057
|
)
|
|
817
|
|
||
Transfer of liability accounted stock-based compensation awards to equity
|
1,165
|
|
|
1,379
|
|
||
Proceeds from sales of real estate received in restricted cash
|
64,396
|
|
|
—
|
|
Land and improvements
|
$
|
175
|
|
Buildings and improvements
|
2,735
|
|
|
Acquired lease intangibles
|
90
|
|
|
Total assets acquired
|
3,000
|
|
|
Tenant deposits
|
64
|
|
|
Total liabilities assumed
|
64
|
|
|
Net assets acquired
|
$
|
2,936
|
|
Land and improvements
|
$
|
2,240
|
|
Buildings and improvements
|
31,640
|
|
|
Acquired lease intangibles
|
2,120
|
|
|
Total assets acquired
|
36,000
|
|
|
Tenant deposits
|
765
|
|
|
Total liabilities assumed
|
765
|
|
|
Net assets acquired
|
$
|
35,235
|
|
|
Rollforward of Assets Held For Sale
|
||||
|
Number of Properties
|
Net Book Value
|
|||
|
|
(In thousands)
|
|||
December 31, 2016
|
30
|
|
$
|
66,871
|
|
Properties added
|
—
|
|
—
|
|
|
Properties sold
|
(9
|
)
|
(31,369
|
)
|
|
March 31, 2017
|
21
|
|
$
|
35,502
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Mortgage loans receivable, net
|
|
$
|
9,307
|
|
|
$
|
8,822
|
|
|
$
|
9,313
|
|
|
$
|
8,746
|
|
Other loans receivable, net
|
|
52,215
|
|
|
51,699
|
|
|
52,951
|
|
|
52,288
|
|
||||
Total loans receivable, net
|
|
$
|
61,522
|
|
|
$
|
60,521
|
|
|
$
|
62,264
|
|
|
$
|
61,034
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
Balance
|
|
Remaining
Weighted Average
Amortization
Period in Years
|
|
Balance
|
|
Remaining
Weighted Average
Amortization
Period in Years
|
||||
|
(Dollars in thousands)
|
||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||
Above market lease intangibles
|
$
|
56,080
|
|
|
10.8
|
|
$
|
56,570
|
|
|
11.1
|
In-place lease intangibles
|
35,744
|
|
|
12.8
|
|
35,861
|
|
|
12.8
|
||
Tradename, technology and customer relationships
|
2,950
|
|
|
3.3
|
|
2,950
|
|
|
3.5
|
||
Accumulated amortization
|
(46,042
|
)
|
|
N/A
|
|
(44,511
|
)
|
|
N/A
|
||
Goodwill
|
123,884
|
|
|
N/A
|
|
123,884
|
|
|
N/A
|
||
Net intangible assets
|
$
|
172,616
|
|
|
11.4
|
|
$
|
174,754
|
|
|
11.5
|
Intangible liabilities:
|
|
|
|
|
|
|
|
||||
Below market lease intangibles
|
$
|
165,915
|
|
|
14.8
|
|
$
|
167,789
|
|
|
15.0
|
Above market ground lease intangibles
|
1,907
|
|
|
51.7
|
|
1,907
|
|
|
51.9
|
||
Accumulated amortization
|
(74,341
|
)
|
|
N/A
|
|
(72,060
|
)
|
|
N/A
|
||
Purchase option intangibles
|
5,546
|
|
|
N/A
|
|
5,546
|
|
|
N/A
|
||
Net intangible liabilities
|
$
|
99,027
|
|
|
15.5
|
|
$
|
103,182
|
|
|
15.7
|
|
|
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In thousands)
|
||||||
Straight-line rent receivables, net
|
$
|
654
|
|
|
$
|
657
|
|
Deferred lease costs
|
6,150
|
|
|
5,471
|
|
||
Assets held for sale
|
38,582
|
|
|
70,103
|
|
||
Derivative fair value asset
|
12,472
|
|
|
10,476
|
|
||
Other assets, net
|
20,314
|
|
|
18,425
|
|
||
Total other assets
|
$
|
78,172
|
|
|
$
|
105,132
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Unsecured revolving credit facility
|
|
$
|
86,000
|
|
|
$
|
24,000
|
|
Secured term loan due 2019
|
|
135,000
|
|
|
135,000
|
|
||
Unsecured term loan due 2020
|
|
474,000
|
|
|
474,000
|
|
||
Unsecured term loan due 2023
|
|
200,000
|
|
|
200,000
|
|
||
5.125% senior notes due 2026
|
|
500,000
|
|
|
500,000
|
|
||
5.38% senior notes due 2027
|
|
100,000
|
|
|
100,000
|
|
||
Total
|
|
1,495,000
|
|
|
1,433,000
|
|
||
Unamortized debt issuance costs
|
|
17,409
|
|
|
18,466
|
|
||
Term loans, senior notes and other debt
|
|
$
|
1,477,591
|
|
|
$
|
1,414,534
|
|
|
Principal Amount Due at Maturity
|
Revolver (1)
|
Total Maturities
|
||||||
|
(In thousands)
|
||||||||
2017
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2018
|
—
|
|
—
|
|
—
|
|
|||
2019
|
135,000
|
|
86,000
|
|
221,000
|
|
|||
2020
|
474,000
|
|
—
|
|
474,000
|
|
|||
2021
|
—
|
|
—
|
|
—
|
|
|||
Thereafter
|
800,000
|
|
—
|
|
800,000
|
|
|||
Total Maturities
|
$
|
1,409,000
|
|
$
|
86,000
|
|
$
|
1,495,000
|
|
|
|
|
|
|
|
Asset Derivative
|
||||||
Derivatives Designated as Hedging Instruments
|
Balance Sheet Location
|
March 31, 2017
Fair Value |
December 31, 2016
Fair Value |
||||
Interest rate contracts
|
Other assets
|
$
|
12,472
|
|
$
|
10,476
|
|
Derivatives in Cash Flow Hedging Relationships
|
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
Location of Gain/Loss Reclassified from AOCI into Income (Effective Portion)
|
Amount of Loss Reclassified from AOCI into Income (Effective Portion)
|
||||
Three months ended March 31, 2017
|
|
|
|
||||
Interest rate contracts
|
$
|
1,205
|
|
Interest expense
|
$
|
(790
|
)
|
Three months ended March 31, 2016
|
|
|
|
||||
Interest rate contracts
|
$
|
(6,708
|
)
|
Interest expense
|
$
|
(917
|
)
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Balance at March 31, 2017
|
||||||||
Derivative financial instrument asset
|
$
|
—
|
|
$
|
12,472
|
|
$
|
—
|
|
$
|
12,472
|
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Balance at December 31, 2016
|
||||||||
Derivative financial instrument asset
|
$
|
—
|
|
$
|
10,476
|
|
$
|
—
|
|
$
|
10,476
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands, except per share amounts)
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
||||
Net income attributable to common stockholders
|
$
|
64,909
|
|
|
$
|
29,766
|
|
Less: dividends on unvested restricted shares
|
(175
|
)
|
|
(191
|
)
|
||
Net income attributable to common stockholders
excluding dividends on unvested restricted shares
|
64,734
|
|
|
29,575
|
|
||
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Denominator for basic earnings per share—weighted average shares
|
83,670
|
|
|
83,544
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options
|
—
|
|
|
4
|
|
||
Restricted stock
|
129
|
|
|
72
|
|
||
Denominator for diluted earnings per share—adjusted weighted average shares
|
83,799
|
|
|
83,620
|
|
||
Basic earnings per share:
|
|
|
|
||||
Net income attributable to common stockholders, excluding dividends on unvested restricted shares
|
$
|
0.77
|
|
|
$
|
0.35
|
|
Diluted earnings per share:
|
|
|
|
||||
Net income attributable to common stockholders, excluding dividends on unvested restricted shares
|
$
|
0.77
|
|
|
$
|
0.35
|
|
•
|
the ability and willingness of our tenants, borrowers and other counterparties to satisfy their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
|
•
|
the ability of our tenants and borrowers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including obligations under their existing credit facilities and other indebtedness, and the impact of our tenants or borrowers declaring bankruptcy or becoming insolvent;
|
•
|
our ability to successfully execute our business strategy, including identifying, underwriting, financing, consummating and integrating suitable acquisitions and investments;
|
•
|
macroeconomic conditions such as a disruption in or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
|
•
|
the nature and extent of competition in the markets in which our properties are located;
|
•
|
the impact of pending and future healthcare reform and regulations, including cost containment measures, quality initiatives and changes in reimbursement methodologies, policies, procedures and rates;
|
•
|
increases in our borrowing costs as a result of changes in interest rates and other factors;
|
•
|
the ability of our tenants to successfully operate our properties in compliance with applicable laws, rules and regulations, to deliver high-quality services, to hire and retain qualified personnel, to attract residents and patients, and to participate in government or managed care reimbursement programs;
|
•
|
changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete for investments, capital and talent, and the effect of those changes on our earnings and financing sources;
|
•
|
our ability to repay, refinance, restructure or extend our indebtedness as it becomes due;
|
•
|
our ability and willingness to maintain qualification as a REIT in light of economic, market, legal, tax and other considerations, and the impact of potential U.S. federal income tax reform;
|
•
|
final determination of our taxable net income for the year ended December 31, 2016 and for current and future years;
|
•
|
the ability and willingness of our tenants to renew their leases with us upon expiration of the leases, our ability to reposition our properties on the same or better terms in the event of non-renewal or in the event we exercise our right to replace an existing tenant, and obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant;
|
•
|
year-over-year changes in the Consumer Price Index (“CPI”) and the effect of those changes on the rent escalators contained in our leases and on our earnings;
|
•
|
our ability and the ability of our tenants and borrowers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;
|
•
|
the impact of increased operating costs and uninsured professional liability claims on our and our tenants’ and borrowers’ liquidity, financial condition and results of operations and our ability and the ability of our tenants and borrowers to accurately estimate the magnitude of those costs and claims;
|
•
|
consolidation in the healthcare industry resulting in a change of control of, or a competitor’s investment in, any of our tenants or borrowers and significant changes in the senior management of any of our tenants or borrowers;
|
•
|
the impact of litigation or any financial, accounting, legal or regulatory issues, including government investigations, enforcement proceedings and punitive settlements, that may affect us or our tenants or borrowers;
|
•
|
changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on our earnings; and
|
•
|
risks related to our proposed merger with Sabra Health Care REIT, Inc. (“Sabra”), including that the proposed merger will require significant time, attention and resources, potentially diverting attention from the conduct of our business, the potential adverse effect on our tenant and vendor relationships, operating results and business generally resulting from the proposed merger, and the anticipated and unanticipated costs, fees, expenses and liabilities related to the proposed merger.
|
•
|
In May 2017, we entered into a definitive agreement with Sabra pursuant to which our two companies will combine in an all-stock transaction. Under the terms of the agreement, at the effective time of the merger, our stockholders will receive 1.123 shares of Sabra common stock for each share of our common stock they own. The transaction is subject to customary closing conditions, including receipt of the approval of both companies’ shareholders, and is expected to close during the third quarter of 2017.
|
•
|
In April 2017, we completed the acquisition of six behavioral health hospitals from affiliates of Signature Healthcare Services, LLC (“SHS”). We funded a total of $378.6 million at closing and have a fair market value option,
|
•
|
In March 2017, we completed the acquisition of one SNF from an existing operator for $3.0 million. The property was part of the $39 million sale-leaseback transaction with an existing operator that was partially consummated in December 2016. In December 2016, we completed the acquisition of four SNFs, one seniors housing communities and one campus (consisting of one SNF and one seniors housing community) from the operator for $36.0 million. The properties are currently being held in an Internal Revenue Code of 1986, as amended (the “Code”), Section 1031 exchange escrow account with a qualified intermediary.
|
•
|
During the three months ended March 31, 2017, we sold nine SNFs for aggregate consideration of $69.0 million, of which $4.0 million is contingent consideration, and we recognized a total gain of $32.2 million on the dispositions. These nine SNFs were previously classified as held for sale. The net proceeds from these sales were held in a Code Section 1031 exchange escrow account with a qualified intermediary and reflected in restricted cash on our consolidated balance sheets.
|
•
|
In 2017, we have transitioned 29 SNFs from existing tenants to replacement operators in consensual transactions. In connection with these transitions, we made certain working capital loans to the replacement operators.
|
•
|
In February 2017, we converted the loan that was made to the purchaser of a closed SNF in connection with the sale of the property in February 2016 to a secured construction loan and committed funds up to approximately $19.0 million to finance the redevelopment of the SNF to a behavioral healthcare facility. The converted loan has a stated interest rate of
10.0%
per annum and matures in 2027.
|
•
|
On January 5, 2017, we paid the fourth quarterly installment of our 2016 cash dividend in the amount of $0.57 per share to the holders of record of our common stock on December 16, 2016.
|
•
|
On March 31, 2017, we paid a cash dividend in the amount of $0.57 per share to the holders of record of our common stock on March 10, 2017.
|
|
For the Three Months Ended
March 31, |
|
Increase (Decrease)
to Net Income
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income, net
|
$
|
78,221
|
|
|
$
|
81,351
|
|
|
$
|
(3,130
|
)
|
|
(3.8
|
)%
|
Income from investments in direct financing lease and loans
|
1,946
|
|
|
1,182
|
|
|
764
|
|
|
64.6
|
|
|||
Real estate services fee income
|
1,226
|
|
|
1,705
|
|
|
(479
|
)
|
|
(28.1
|
)
|
|||
Interest and other income
|
323
|
|
|
305
|
|
|
18
|
|
|
5.9
|
|
|||
Net gain on lease termination
|
1,115
|
|
|
—
|
|
|
1,115
|
|
|
nm
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Interest
|
15,185
|
|
|
10,067
|
|
|
5,118
|
|
|
50.8
|
|
|||
Depreciation and amortization
|
24,896
|
|
|
28,641
|
|
|
(3,745
|
)
|
|
(13.1
|
)
|
|||
Impairment on real estate investments
|
—
|
|
|
5,499
|
|
|
(5,499
|
)
|
|
nm
|
|
|||
General, administrative and professional fees
|
8,729
|
|
|
8,001
|
|
|
728
|
|
|
9.1
|
|
|||
Deal costs
|
197
|
|
|
1,160
|
|
|
(963
|
)
|
|
(83.0
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
757
|
|
|
(757
|
)
|
|
nm
|
|
|||
Other expenses, net
|
913
|
|
|
94
|
|
|
819
|
|
|
nm
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Gain (loss) on real estate dispositions
|
32,245
|
|
|
(120
|
)
|
|
32,365
|
|
|
nm
|
|
|
|
|
|
|
|
For the Three Months
Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
64,909
|
|
|
$
|
29,766
|
|
Adjustments:
|
|
|
|
||||
Real estate depreciation and amortization
|
24,702
|
|
|
28,456
|
|
||
Real estate depreciation related to noncontrolling interests
|
(33
|
)
|
|
(37
|
)
|
||
Impairment on real estate investments and associated goodwill
|
—
|
|
|
5,499
|
|
||
(Gain) loss on real estate dispositions
|
(32,245
|
)
|
|
120
|
|
||
FFO attributable to common stockholders
|
57,333
|
|
|
63,804
|
|
||
|
|
|
|
||||
Adjustments:
|
|
|
|
||||
Income tax expense
|
239
|
|
|
421
|
|
||
Transition services fee expense
|
—
|
|
|
602
|
|
||
Deal costs
|
197
|
|
|
1,160
|
|
||
Amortization of other intangibles
|
170
|
|
|
171
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
757
|
|
||
Net gain on lease termination
|
(1,115
|
)
|
|
—
|
|
||
Other non-cash items, net
|
116
|
|
|
(305
|
)
|
||
Normalized FFO attributable to common stockholders
|
56,940
|
|
|
66,610
|
|
||
Non-cash items included in Normalized FFO:
|
|
|
|
||||
Amortization of above and below market and lease intangibles, net
|
(1,721
|
)
|
|
(2,032
|
)
|
||
Amortization of deferred financing fees
|
1,057
|
|
|
1,283
|
|
||
Accretion of direct financing lease
|
(400
|
)
|
|
(361
|
)
|
||
Other amortization
|
(27
|
)
|
|
(26
|
)
|
||
Straight-lining of rental income, net
|
3
|
|
|
(21
|
)
|
||
Other adjustments:
|
|
|
|
||||
Capital expenditures
|
(950
|
)
|
|
(2,028
|
)
|
||
Stock-based compensation
|
1,784
|
|
|
1,679
|
|
||
Deal costs
|
(197
|
)
|
|
(865
|
)
|
||
Acquisition costs
|
(2,326
|
)
|
|
—
|
|
||
Other non-cash items, net
|
$
|
(63
|
)
|
|
$
|
—
|
|
Normalized FAD attributable to common stockholders
|
$
|
54,100
|
|
|
$
|
64,239
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
64,917
|
|
|
$
|
29,783
|
|
Adjustments for investments and dispositions during the period
|
(1,285
|
)
|
|
88
|
|
||
Adjusted net income
|
63,632
|
|
|
29,871
|
|
||
|
|
|
|
||||
Add back:
|
|
|
|
||||
Interest
|
15,185
|
|
|
10,067
|
|
||
Income tax expense
|
239
|
|
|
421
|
|
||
Depreciation and amortization
|
24,896
|
|
|
28,641
|
|
||
Impairment on real estate investments and associated goodwill
|
—
|
|
|
5,499
|
|
||
Stock-based compensation
|
1,784
|
|
|
1,679
|
|
||
Deal costs
|
197
|
|
|
1,160
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
757
|
|
||
(Gain) loss on real estate dispositions
|
(32,245
|
)
|
|
120
|
|
||
Net gain on lease termination
|
(1,115
|
)
|
|
—
|
|
||
Other non-cash items, net
|
19
|
|
|
(305
|
)
|
||
Transition services fee expense
|
—
|
|
|
602
|
|
||
Adjusted EBITDA
|
$
|
72,592
|
|
|
$
|
78,512
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
64,917
|
|
|
$
|
29,783
|
|
Adjustments:
|
|
|
|
||||
Real estate services fee income
|
(1,226
|
)
|
|
(1,705
|
)
|
||
Interest and other income
|
(323
|
)
|
|
(305
|
)
|
||
Interest
|
15,185
|
|
|
10,067
|
|
||
Depreciation and amortization
|
24,896
|
|
|
28,641
|
|
||
Impairment on real estate investments and associated goodwill
|
—
|
|
|
5,499
|
|
||
General, administrative and professional fees
|
8,729
|
|
|
8,001
|
|
||
Deal costs
|
197
|
|
|
1,160
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
757
|
|
||
Other expenses, net
|
913
|
|
|
94
|
|
||
Income tax expense
|
239
|
|
|
421
|
|
||
Net gain on lease termination
|
(1,115
|
)
|
|
—
|
|
||
(Gain) loss on real estate dispositions
|
(32,245
|
)
|
|
120
|
|
||
NOI
|
$
|
80,167
|
|
|
$
|
82,533
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease) to Cash
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Cash at beginning of period
|
$
|
15,813
|
|
|
$
|
16,995
|
|
|
$
|
(1,182
|
)
|
|
(7.0
|
)%
|
Net cash provided by operating activities
|
44,972
|
|
|
50,384
|
|
|
(5,412
|
)
|
|
(10.7
|
)
|
|||
Net cash used in investing activities
|
(7,855
|
)
|
|
(9,494
|
)
|
|
1,639
|
|
|
17.3
|
|
|||
Net cash used in financing activities
|
(35,039
|
)
|
|
(45,337
|
)
|
|
10,298
|
|
|
22.7
|
|
|||
Cash at end of period
|
$
|
17,891
|
|
|
$
|
12,548
|
|
|
$
|
5,343
|
|
|
42.6
|
|
|
|
|
|
|
|
As of
March 31,
2017
|
|
As of
December 31,
2016
|
||
Investment mix by asset type (1):
|
|
|
|
||
SNFs
|
87.8
|
%
|
|
87.8
|
%
|
Seniors housing communities and campuses
(2)
|
7.2
|
|
|
7.2
|
|
Specialty hospitals and healthcare assets
|
5.0
|
|
|
5.0
|
|
Investment mix by tenant (1):
|
|
|
|
||
Senior Care Centers, LLC
|
20.4
|
|
|
20.5
|
|
Avamere Group, LLC
|
10.9
|
|
|
10.9
|
|
Signature HealthCARE, LLC
|
8.9
|
|
|
8.9
|
|
All other
|
59.8
|
|
|
59.7
|
|
|
|
|
|
|
(1)
|
Ratios are based on the gross book value of tangible real estate property (excluding assets classified as held for sale) as of each reporting date.
|
(2)
|
Campuses are defined as multi-level properties.
|
|
For the Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||
Operations mix by asset type (1):
|
|
|
|
||
SNFs
|
86.9
|
%
|
|
87.7
|
%
|
Seniors housing communities and campuses (2)
|
5.5
|
|
|
5.4
|
|
Specialty hospitals and healthcare assets
|
3.4
|
|
|
3.4
|
|
All other
|
4.2
|
|
|
3.5
|
|
Operations mix by tenant (1):
|
|
|
|
||
Senior Care Centers, LLC
|
17.3
|
|
|
16.4
|
|
Signature HealthCARE, LLC
|
12.3
|
|
|
14.2
|
|
Avamere Group, LLC
|
11.6
|
|
|
10.7
|
|
All other
|
58.8
|
|
|
58.7
|
|
|
|
|
|
|
(1)
|
Ratios are based on revenues (excluding net gain on lease termination) for each period presented.
|
(2)
|
Campuses are defined as multi-level properties.
|
•
|
the impairment of our ability to attract, retain, and motivate our employees, including key personnel;
|
•
|
the diversion of significant management time, attention and resources towards the completion of the proposed Merger;
|
•
|
the potential adverse effect on tenant and vendor relationships, operating results and business generally resulting from the proposed Merger;
|
•
|
the inability to pursue alternative business opportunities or make appropriate changes to our business because of requirements in the merger agreement that we conduct our business in the ordinary course of business consistent with past practice and not engage in certain kinds of transactions prior to the completion of the proposed Merger, including certain acquisitions, divestitures and lease arrangements;
|
•
|
legal proceedings relating to the proposed Merger and the costs related thereto; and
|
•
|
the incurrence of significant costs, fees, expenses and liabilities for professional services and other transaction costs in connection with the proposed Merger.
|
•
|
changes in our and Sabra’s respective businesses, operations, assets, liabilities and prospects;
|
•
|
changes in market assessments of the business, operations, financial position and prospects of either company or the combined company;
|
•
|
market assessments of the likelihood that the Merger will be completed;
|
•
|
interest rates, general market and economic conditions and other factors generally affecting the price of our or Sabra’s common stock;
|
•
|
federal, state and local legislation, governmental regulation and legal developments in the businesses in which we and Sabra operate; and
|
•
|
other factors beyond our control, including those described under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2016.
|
•
|
the affirmative vote of the holders of a majority of the outstanding shares of our common stock in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby;
|
•
|
the approval of the issuance of Sabra’s common stock in connection with the Merger by the affirmative vote of a majority of the votes cast by holders of Sabra’s common stock;
|
•
|
that no material statute, rule or regulation shall be in existence or shall have been enacted, promulgated, or entered by any governmental entity that renders the consummation of the Merger illegal;
|
•
|
the absence of any temporary restraining order, preliminary or permanent injunction or other order or legal restraint preventing the consummation of the Merger; and
|
•
|
other customary closing conditions.
|
•
|
the combined company expects to incur substantial expenses related to the Merger;
|
•
|
following the Merger, the combined company may be unable to integrate the businesses of our company and Sabra successfully and realize the anticipated synergies and other benefits of the Merger or do so within the anticipated timeframe;
|
•
|
following the Merger, the combined company may be unable to implement its future plans;
|
•
|
following the Merger, the combined company may be unable to retain key employees;
|
•
|
the risks associated with Sabra’s business could impact the value ultimately received by our stockholders;
|
•
|
the amount of debt that will need to be refinanced or amended in connection with the proposed Merger and the ability to do so on acceptable terms; and
|
•
|
the future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the Merger.
|
|
Number of Shares Repurchased (1)
|
Average Price Per Share
|
|||
January 1 through January 31
|
14,401
|
|
$
|
24.81
|
|
February 1 through February 28
|
15,591
|
|
25.46
|
|
|
March 1 through March 31
|
19,693
|
|
25.54
|
|
|
|
|
|
|
(1)
|
Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2015 Incentive Plan. The value of the shares withheld is the closing price of our common stock on the date the vesting occurred (or, if not a trading day, the immediately preceding trading day).
|
|
|
|
|
Exhibit
Number
|
Description of Document
|
Location of Document
|
|
2.1
|
|
Purchase and Sale Agreement dated as of April 10, 2017 among California Life Properties, LLC, California Mental Health Care Network-San Diego, LLC, Vista Life Properties, LLC, Illinois Life Properties, LLC, Nevada Life Properties, LLC, and Arizona Life Properties, LLC, as Seller, and CCP Lakeshore 4000 LLC, CCP Glendale 4001 LLC, CCP Tempe 4002 LLC, CCP Covina 4003 LP, CCP Ventura 4004 LP, and CCP San Diego 4005 LP, as Buyer.
|
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on April 12, 2017.
|
2.2
|
|
Agreement and Plan of Merger, dated as of May 7, 2017, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, PR Sub, LLC, Care Capital Properties, Inc. and Care Capital Properties, LP (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request).
|
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on May 8, 2017.
|
12.1
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
Filed herewith.
|
31.1
|
|
Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
Filed herewith.
|
31.2
|
|
Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
Filed herewith.
|
32.1
|
|
Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
|
Filed herewith.
|
32.2
|
|
Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
|
Filed herewith.
|
101
|
|
Interactive Data File.
|
Filed herewith.
|
|
CARE CAPITAL PROPERTIES, INC.
|
|
|
|
|
|
By:
|
/s/ RAYMOND J. LEWIS
|
|
|
Raymond J. Lewis
Chief Executive Officer |
|
|
|
|
By:
|
/s/ LORI B. WITTMAN
|
|
|
Lori B. Wittman
Executive Vice President and
Chief Financial Officer |
|
|
|
|
Exhibit
Number
|
Description of Document
|
Location of Document
|
|
2.1
|
|
Purchase and Sale Agreement dated as of April 10, 2017 among California Life Properties, LLC, California Mental Health Care Network-San Diego, LLC, Vista Life Properties, LLC, Illinois Life Properties, LLC, Nevada Life Properties, LLC, and Arizona Life Properties, LLC, as Seller, and CCP Lakeshore 4000 LLC, CCP Glendale 4001 LLC, CCP Tempe 4002 LLC, CCP Covina 4003 LP, CCP Ventura 4004 LP, and CCP San Diego 4005 LP, as Buyer.
|
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on April 12, 2017.
|
2.2
|
|
Agreement and Plan of Merger, dated as of May 7, 2017, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, PR Sub, LLC, Care Capital Properties, Inc. and Care Capital Properties, LP (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request).
|
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on May 8, 2017.
|
12.1
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
Filed herewith.
|
31.1
|
|
Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
Filed herewith.
|
31.2
|
|
Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
Filed herewith.
|
32.1
|
|
Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
|
Filed herewith.
|
32.2
|
|
Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
|
Filed herewith.
|
101
|
|
Interactive Data File.
|
Filed herewith.
|
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