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Share Name | Share Symbol | Market | Type |
---|---|---|---|
New Senior Investment Group Inc | NYSE:SNR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.82 | 0 | 01:00:00 |
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
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
or organization)
|
|
(I.R.S. Employer Identification No.)
|
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)
|
Large accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Emerging growth company
o
|
•
|
our ability to successfully operate as a standalone public company;
|
•
|
our ability to comply with the terms of our financings, which depends in part on the performance of our operators;
|
•
|
any increase in our borrowing costs as a result of rising interest rates or other factors;
|
•
|
our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due or as needed to comply with the terms of our covenants or to facilitate our ability to sell assets;
|
•
|
our ability to manage our liquidity and sustain distributions to our shareholders at the current level;
|
•
|
our dependence on our property managers and tenants to operate our properties successfully and in compliance with the terms of our agreements with them, applicable law and the terms of our financings;
|
•
|
factors affecting the performance of our properties, such as increases in costs (including, but not limited to, the costs of labor, supplies, insurance and property taxes);
|
•
|
concentration risk with respect to Holiday Retirement (“Holiday”), which, as of
March 31, 2017
, accounted for
74.8%
of net operating income (“NOI”) from our Managed Properties segment and
78.9%
of NOI from our Triple Net Lease Properties segment;
|
•
|
risks associated with a change of control in the ownership or senior management of Holiday;
|
•
|
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 employment, 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 us and third parties;
|
•
|
the ability and willingness of our tenants to make the rent and other payments due to us under our leases, and the possibility that our tenants will seek to renegotiate the terms of such leases;
|
•
|
our ability to reposition our leased properties on the same or better terms as we compete for tenants upon the expiration or earlier termination of our leases or with respect to additional properties that we may seek to lease in the future;
|
•
|
the quality and size of our investment pipeline, our ability to execute investments at attractive risk-adjusted prices, our ability to finance our investments on favorable terms, and our ability to deploy investable cash in a timely manner;
|
•
|
our ability to sell properties on favorable terms and to realize the anticipated benefits from any such dispositions;
|
•
|
changes in economic conditions generally and the real estate, senior housing and bond markets specifically;
|
•
|
our stock price performance and any disruption or lack of access to the capital markets or other sources of financing;
|
•
|
the impact of any current or future legal proceedings and regulatory investigations and inquiries on us, FIG LLC (our “Manager”) or our operators;
|
•
|
potential conflicts of interest relating to our external management structure, the fact that Holiday is majority-owned by private equity funds managed by our Manager (or its affiliates), or other factors, and our ability to effectively manage and resolve actual, potential or perceived conflicts of interest;
|
•
|
effects of the pending merger of Fortress Investment Group LLC with affiliates of SoftBank Group Corp.;
|
•
|
our ability to maintain effective internal control over financial reporting and our reliance on our operators for timely delivery of accurate property-level financial results;
|
•
|
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 business strategy.
|
•
|
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.
|
|
PAGE
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|
||
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||
|
||
|
||
|
||
|
||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
(Unaudited)
|
|
|
||||
Real estate investments:
|
|
|
|
|
|
||
Land
|
$
|
220,317
|
|
|
$
|
220,317
|
|
Buildings, improvements and other
|
2,557,814
|
|
|
2,552,862
|
|
||
Accumulated depreciation
|
(242,146
|
)
|
|
(218,968
|
)
|
||
Net real estate property
|
2,535,985
|
|
|
2,554,211
|
|
||
Acquired lease and other intangible assets
|
319,929
|
|
|
319,929
|
|
||
Accumulated amortization
|
(269,784
|
)
|
|
(255,452
|
)
|
||
Net real estate intangibles
|
50,145
|
|
|
64,477
|
|
||
Net real estate investments
|
2,586,130
|
|
|
2,618,688
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
50,338
|
|
|
58,048
|
|
||
Straight-line rent receivables
|
78,339
|
|
|
73,758
|
|
||
Receivables and other assets, net
|
57,863
|
|
|
71,234
|
|
||
Total Assets
|
$
|
2,772,670
|
|
|
$
|
2,821,728
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
||
Mortgage notes payable, net
|
$
|
2,113,276
|
|
|
$
|
2,130,387
|
|
Due to affiliates
|
11,074
|
|
|
11,623
|
|
||
Accrued expenses and other liabilities
|
100,538
|
|
|
100,823
|
|
||
Total Liabilities
|
$
|
2,224,888
|
|
|
$
|
2,242,833
|
|
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
|
|
||
Preferred stock $0.01 par value, 100,000,000 shares authorized and none issued or outstanding as of both March 31, 2017 and December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
Common stock $0.01 par value, 2,000,000,000 shares authorized, 82,141,216 and 82,127,247 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
|
821
|
|
|
821
|
|
||
Additional paid-in capital
|
898,057
|
|
|
897,918
|
|
||
Accumulated deficit
|
(351,096
|
)
|
|
(319,844
|
)
|
||
Total Equity
|
$
|
547,782
|
|
|
$
|
578,895
|
|
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
2,772,670
|
|
|
$
|
2,821,728
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues
|
|
|
|
|
|
||
Resident fees and services
|
$
|
86,726
|
|
|
$
|
89,706
|
|
Rental revenue
|
28,247
|
|
|
28,239
|
|
||
Total revenues
|
114,973
|
|
|
117,945
|
|
||
|
|
|
|
||||
Expenses
|
|
|
|
|
|
||
Property operating expense
|
59,584
|
|
|
60,625
|
|
||
Depreciation and amortization
|
37,518
|
|
|
47,367
|
|
||
Interest expense
|
23,066
|
|
|
22,788
|
|
||
Acquisition, transaction and integration expense
|
348
|
|
|
754
|
|
||
Management fees and incentive compensation to affiliate
|
3,824
|
|
|
3,928
|
|
||
General and administrative expense
|
4,011
|
|
|
4,370
|
|
||
Loss on extinguishment of debt
|
375
|
|
|
—
|
|
||
Other expense
|
135
|
|
|
187
|
|
||
Total expenses
|
$
|
128,861
|
|
|
$
|
140,019
|
|
Gain on sale of real estate
|
4,199
|
|
|
—
|
|
||
Loss Before Income Taxes
|
(9,689
|
)
|
|
(22,074
|
)
|
||
Income tax expense (benefit)
|
206
|
|
|
(226
|
)
|
||
Net Loss
|
$
|
(9,895
|
)
|
|
$
|
(21,848
|
)
|
|
|
|
|
||||
Loss Per Share of Common Stock
|
|
|
|
||||
Basic and diluted
(A)
|
$
|
(0.12
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
||||
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
||||
Basic and diluted
(B)
|
82,140,750
|
|
|
83,066,599
|
|
||
|
|
|
|
||||
Dividends Declared Per Share of Common Stock
|
$
|
0.26
|
|
|
$
|
0.26
|
|
(A)
|
Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period.
|
(B)
|
All outstanding options were excluded from the diluted share calculation as their effect would have been anti-dilutive.
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
Accumulated Deficit
|
|
Additional Paid-in Capital
|
|
Total Equity
|
|||||||||
Equity at December 31, 2016
|
|
82,127,247
|
|
|
$
|
821
|
|
|
$
|
(319,844
|
)
|
|
$
|
897,918
|
|
|
$
|
578,895
|
|
Director’s shares issued
|
|
13,969
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
139
|
|
||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
(21,357
|
)
|
|
—
|
|
|
(21,357
|
)
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
(9,895
|
)
|
|
—
|
|
|
(9,895
|
)
|
||||
Equity at March 31, 2017
|
|
82,141,216
|
|
|
$
|
821
|
|
|
$
|
(351,096
|
)
|
|
$
|
898,057
|
|
|
$
|
547,782
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||
Net loss
|
$
|
(9,895
|
)
|
|
$
|
(21,848
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation of tangible assets and amortization of intangible assets
|
37,555
|
|
|
47,403
|
|
||
Amortization of deferred financing costs
|
2,465
|
|
|
2,428
|
|
||
Amortization of deferred community fees
|
(292
|
)
|
|
(372
|
)
|
||
Amortization of premium on mortgage notes payable
|
(144
|
)
|
|
(146
|
)
|
||
Non-cash straight line rent
|
(4,581
|
)
|
|
(5,553
|
)
|
||
Gain on sale of real estate
|
(4,199
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
375
|
|
|
—
|
|
||
Equity-based compensation
|
—
|
|
|
5
|
|
||
Provision for uncollectible receivables
|
645
|
|
|
523
|
|
||
Other non-cash expense
|
87
|
|
|
187
|
|
||
Changes in:
|
|
|
|
|
|
||
Receivables and other assets, net
|
179
|
|
|
317
|
|
||
Due to affiliates
|
(549
|
)
|
|
949
|
|
||
Accrued expenses and other liabilities
|
185
|
|
|
(193
|
)
|
||
Net cash provided by operating activities
|
$
|
21,831
|
|
|
$
|
23,700
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||
Proceeds from the sale of real estate
|
$
|
14,956
|
|
|
$
|
—
|
|
Capital expenditures, net of insurance proceeds
|
(4,386
|
)
|
|
(3,967
|
)
|
||
Reimbursements (escrows) for capital expenditures, net
|
1,054
|
|
|
(1,182
|
)
|
||
Deposits refunded for real estate investments
|
—
|
|
|
584
|
|
||
Net cash provided by (used in) investing activities
|
$
|
11,624
|
|
|
$
|
(4,565
|
)
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||
Principal payments of mortgage notes payable
|
$
|
(4,900
|
)
|
|
$
|
(3,955
|
)
|
Repayments of mortgage notes payable
|
(14,730
|
)
|
|
—
|
|
||
Payment of exit fee on extinguishment of debt
|
(178
|
)
|
|
—
|
|
||
Payment of common stock dividend
|
(21,357
|
)
|
|
(21,356
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(30,840
|
)
|
||
Net cash used in financing activities
|
$
|
(41,165
|
)
|
|
$
|
(56,151
|
)
|
Net Decrease in Cash and Cash Equivalents
|
(7,710
|
)
|
|
(37,016
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
58,048
|
|
|
116,881
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
50,338
|
|
|
$
|
79,865
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||
Cash paid during the period for interest expense
|
$
|
20,679
|
|
|
$
|
20,365
|
|
|
|
|
|
||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities
|
|
|
|
||||
Issuance of common stock
|
$
|
139
|
|
|
$
|
—
|
|
1.
|
ORGANIZATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
DISPOSITIONS
|
4.
|
SEGMENT REPORTING
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||
|
Triple Net Lease Properties
|
|
Managed
Properties
|
|
Consolidated
|
|
Triple Net Lease Properties
|
|
Managed
Properties |
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Resident fees and services
|
$
|
—
|
|
|
$
|
86,726
|
|
|
$
|
86,726
|
|
|
$
|
—
|
|
|
$
|
89,706
|
|
|
$
|
89,706
|
|
Rental revenue
|
28,247
|
|
|
—
|
|
|
28,247
|
|
|
28,239
|
|
|
—
|
|
|
28,239
|
|
||||||
Less: Property operating expense
|
—
|
|
|
59,584
|
|
|
59,584
|
|
|
—
|
|
|
60,625
|
|
|
60,625
|
|
||||||
Segment NOI
|
$
|
28,247
|
|
|
$
|
27,142
|
|
|
$
|
55,389
|
|
|
$
|
28,239
|
|
|
$
|
29,081
|
|
|
$
|
57,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
37,518
|
|
|
|
|
|
|
47,367
|
|
||||||||
Interest expense
|
|
|
|
|
|
|
23,066
|
|
|
|
|
|
|
22,788
|
|
||||||||
Acquisition, transaction and integration expense
|
|
|
|
|
|
|
348
|
|
|
|
|
|
|
754
|
|
||||||||
Management fees and incentive compensation to affiliate
|
|
|
|
|
|
|
3,824
|
|
|
|
|
|
|
3,928
|
|
||||||||
General and administrative expense
|
|
|
|
|
|
|
4,011
|
|
|
|
|
|
|
4,370
|
|
||||||||
Loss on extinguishment of debt
|
|
|
|
|
375
|
|
|
|
|
|
|
—
|
|
||||||||||
Other expense
|
|
|
|
|
135
|
|
|
|
|
|
|
187
|
|
||||||||||
Total expenses
|
|
|
|
|
69,277
|
|
|
|
|
|
|
79,394
|
|
||||||||||
Gain on sale of real estate
|
|
|
|
|
4,199
|
|
|
|
|
|
|
—
|
|
||||||||||
Loss before income taxes
|
|
|
|
|
(9,689
|
)
|
|
|
|
|
|
(22,074
|
)
|
||||||||||
Income tax expense (benefit)
|
|
|
|
|
|
|
206
|
|
|
|
|
|
|
(226
|
)
|
||||||||
Net Loss
|
|
|
|
|
|
|
$
|
(9,895
|
)
|
|
|
|
|
|
$
|
(21,848
|
)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
Assets:
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Triple Net Lease Properties
|
$
|
1,146,002
|
|
|
41.3
|
%
|
|
$
|
1,151,102
|
|
|
40.8
|
%
|
Managed Properties
|
1,607,355
|
|
|
58.0
|
%
|
|
1,639,726
|
|
|
58.1
|
%
|
||
All Other Assets
(A)
|
19,313
|
|
|
0.7
|
%
|
|
30,900
|
|
|
1.1
|
%
|
||
Total Assets
|
$
|
2,772,670
|
|
|
100.0
|
%
|
|
$
|
2,821,728
|
|
|
100.0
|
%
|
(A)
|
Primarily consists of corporate cash and the deferred tax asset which is not directly attributable to the Company’s reportable business segments.
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||
|
Number of Communities
|
|
% of Total Revenue
|
|
Number of Communities
|
|
% of Total Revenue
|
||||
Florida
|
24
|
|
|
19.2
|
%
|
|
26
|
|
|
19.6
|
%
|
Texas
|
19
|
|
|
12.2
|
%
|
|
19
|
|
|
12.0
|
%
|
California
|
11
|
|
|
9.7
|
%
|
|
12
|
|
|
10.1
|
%
|
North Carolina
|
9
|
|
|
6.5
|
%
|
|
9
|
|
|
6.2
|
%
|
Pennsylvania
|
7
|
|
|
5.8
|
%
|
|
7
|
|
|
6.2
|
%
|
Oregon
|
9
|
|
|
4.8
|
%
|
|
10
|
|
|
5.3
|
%
|
Utah
|
6
|
|
|
4.2
|
%
|
|
6
|
|
|
4.5
|
%
|
Other
|
65
|
|
|
37.6
|
%
|
|
65
|
|
|
36.1
|
%
|
Total
|
150
|
|
|
100.0
|
%
|
|
154
|
|
|
100.0
|
%
|
5.
|
REAL ESTATE INVESTMENTS
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
||||||||||||
Land
|
$
|
220,317
|
|
|
$
|
—
|
|
|
$
|
220,317
|
|
|
$
|
220,317
|
|
|
$
|
—
|
|
|
$
|
220,317
|
|
Building and improvements
|
2,432,702
|
|
|
(180,793
|
)
|
|
2,251,909
|
|
|
2,430,658
|
|
|
(163,670
|
)
|
|
2,266,988
|
|
||||||
Furniture, fixtures and equipment
|
125,112
|
|
|
(61,353
|
)
|
|
63,759
|
|
|
122,204
|
|
|
(55,298
|
)
|
|
66,906
|
|
||||||
Total real estate investments
|
$
|
2,778,131
|
|
|
$
|
(242,146
|
)
|
|
$
|
2,535,985
|
|
|
$
|
2,773,179
|
|
|
$
|
(218,968
|
)
|
|
$
|
2,554,211
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted Average Remaining Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Weighted Average Remaining Amortization Period
|
||||||||||||
Above/below market lease intangibles, net
|
$
|
5,868
|
|
|
$
|
(605
|
)
|
|
$
|
5,263
|
|
|
53.9 years
|
|
$
|
5,868
|
|
|
$
|
(556
|
)
|
|
$
|
5,312
|
|
|
53.7 years
|
In-place lease intangibles
|
308,265
|
|
|
(266,810
|
)
|
|
41,455
|
|
|
2.7 years
|
|
308,265
|
|
|
(252,684
|
)
|
|
55,581
|
|
|
2.7 years
|
||||||
Other intangibles
|
5,796
|
|
|
(2,369
|
)
|
|
3,427
|
|
|
9.6 years
|
|
5,796
|
|
|
(2,212
|
)
|
|
3,584
|
|
|
9.5 years
|
||||||
Total intangibles
|
$
|
319,929
|
|
|
$
|
(269,784
|
)
|
|
$
|
50,145
|
|
|
|
|
$
|
319,929
|
|
|
$
|
(255,452
|
)
|
|
$
|
64,477
|
|
|
|
6.
|
RECEIVABLES AND OTHER ASSETS, NET
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Escrows held by lenders
(A)
|
$
|
34,735
|
|
|
$
|
36,231
|
|
Prepaid expenses
|
4,045
|
|
|
3,617
|
|
||
Resident receivables, net
|
2,282
|
|
|
3,085
|
|
||
Deferred tax assets, net
|
8,525
|
|
|
8,660
|
|
||
Security deposits
|
3,303
|
|
|
3,238
|
|
||
Income tax receivable
|
786
|
|
|
1,313
|
|
||
Assets held for sale
|
—
|
|
|
10,824
|
|
||
Other assets and receivables
|
4,187
|
|
|
4,266
|
|
||
Total receivables and other assets
|
$
|
57,863
|
|
|
$
|
71,234
|
|
(A)
|
Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s properties.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance, beginning of period
|
$
|
976
|
|
|
$
|
509
|
|
Provision for uncollectible receivables
|
645
|
|
|
523
|
|
||
Write-offs, net of recoveries
|
(502
|
)
|
|
(281
|
)
|
||
Balance, end of period
|
$
|
1,119
|
|
|
$
|
751
|
|
7.
|
MORTGAGE NOTES PAYABLE, NET
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
Outstanding Face Amount
|
|
Carrying Value
(A)
|
|
Maturity Date
|
|
Stated Interest Rate
|
|
Weighted Average Maturity (Years)
|
|
Outstanding Face Amount
|
|
Carrying Value
(A)
|
||||||||
Managed Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate
|
$
|
604,030
|
|
|
$
|
600,633
|
|
|
Dec 2018 - Sep 2025
|
|
3.65% to 6.76%
|
|
6.9
|
|
$
|
604,749
|
|
|
$
|
601,232
|
|
Floating Rate
(B)
|
702,439
|
|
|
696,420
|
|
|
Oct 2020 - May 2022
|
|
1M LIBOR + 2.20% to 1M LIBOR + 2.70%
|
|
4.8
|
|
717,254
|
|
|
710,672
|
|
||||
Triple Net Lease Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate
(C)
|
679,722
|
|
|
665,791
|
|
|
Jan 2021 - Jan 2024
|
|
3.80% to 7.40%
|
|
5.0
|
|
683,137
|
|
|
667,579
|
|
||||
Floating Rate
|
150,952
|
|
|
150,432
|
|
|
Oct 2017 - Apr 2018
|
|
3M LIBOR + 3.00% to 3M LIBOR + 3.25%
|
|
0.7
|
|
151,634
|
|
|
150,904
|
|
||||
Total
|
$
|
2,137,143
|
|
|
$
|
2,113,276
|
|
|
|
|
|
|
5.2
|
|
$
|
2,156,774
|
|
|
$
|
2,130,387
|
|
(A)
|
The totals are reported net of deferred financing costs of $
25,134
and $
27,797
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
(B)
|
All of these loans have LIBOR caps that range between
3.30%
and
3.80%
as of
March 31, 2017
.
|
(C)
|
Includes loans with an outstanding face amount of $
342,003
and $
290,731
, as of
March 31, 2017
, for which the Company bought down the interest rates to
4.00
% and
3.80
%, respectively, through January 2019. The interest rates will increase to
4.99
% and
4.55
%, respectively, thereafter.
|
8.
|
DERIVATIVE INSTRUMENTS
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Outstanding notional amount
|
$
|
730,922
|
|
|
$
|
731,007
|
|
LIBOR cap range
|
3.30% to 3.80%
|
|
|
3.30% to 3.80%
|
|
||
LIBOR cap effective date range
|
Mar 2015 to Sep 2020
|
|
|
Mar 2015 to Sep 2020
|
|
||
Fair value
|
$
|
64
|
|
|
$
|
115
|
|
9.
|
ACCRUED EXPENSES AND OTHER LIABILITIES
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Security deposits payable
|
$
|
57,478
|
|
|
$
|
57,186
|
|
Escrow liabilities
(A)
|
10,140
|
|
|
10,503
|
|
||
Accounts payable
|
9,750
|
|
|
10,398
|
|
||
Mortgage interest payable
|
6,737
|
|
|
6,671
|
|
||
Deferred community fees, net
|
5,334
|
|
|
5,257
|
|
||
Rent collected in advance
|
3,693
|
|
|
3,180
|
|
||
Property tax payable
|
3,199
|
|
|
3,877
|
|
||
Other liabilities
|
4,207
|
|
|
3,751
|
|
||
Total accrued expenses and other liabilities
|
$
|
100,538
|
|
|
$
|
100,823
|
|
(A)
|
Represents amounts held by lenders in tax, insurance, replacement reserve and other escrow accounts that are related to mortgage notes collateralized by New Senior’s triple net lease properties.
|
10.
|
TRANSACTIONS WITH AFFILIATES
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Included in:
|
|
|
|
||||
General and administrative expense
|
$
|
2,020
|
|
|
$
|
1,870
|
|
Acquisition, transaction and integration expense
|
362
|
|
|
359
|
|
||
Total reimbursements to the Manager
|
$
|
2,382
|
|
|
$
|
2,229
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Property management fees
|
$
|
4,927
|
|
|
$
|
4,525
|
|
Travel reimbursement costs
|
85
|
|
|
92
|
|
||
Property-level payroll expenses
|
24,891
|
|
|
25,993
|
|
11.
|
INCOME TAXES
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Current
|
|
|
|
|
|
||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
State and local
|
71
|
|
|
75
|
|
||
Total current provision
|
71
|
|
|
75
|
|
||
Deferred
|
|
|
|
|
|
||
Federal
|
95
|
|
|
(279
|
)
|
||
State and local
|
40
|
|
|
(22
|
)
|
||
Total deferred provision
|
135
|
|
|
(301
|
)
|
||
Total provision (benefit) for income taxes
|
$
|
206
|
|
|
$
|
(226
|
)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Prepaid fees and rent
|
$
|
1,858
|
|
|
$
|
1,816
|
|
Net operating losses
|
4,490
|
|
|
4,386
|
|
||
Deferred rent
|
2,658
|
|
|
3,129
|
|
||
Tax credits
|
42
|
|
|
42
|
|
||
Other
|
181
|
|
|
113
|
|
||
Total deferred tax assets
|
9,229
|
|
|
9,486
|
|
||
Less valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
9,229
|
|
|
9,486
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
704
|
|
|
826
|
|
||
Total deferred tax liabilities
|
704
|
|
|
826
|
|
||
Total net deferred tax assets
|
$
|
8,525
|
|
|
$
|
8,660
|
|
12.
|
EQUITY
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
14.
|
SUBSEQUENT EVENTS
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Resident fees and services
|
$
|
86,726
|
|
|
$
|
89,706
|
|
|
$
|
(2,980
|
)
|
|
(3.3
|
)%
|
Rental revenue
|
28,247
|
|
|
28,239
|
|
|
8
|
|
|
—
|
%
|
|||
Total revenues
|
114,973
|
|
|
117,945
|
|
|
(2,972
|
)
|
|
(2.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses
|
|
|
|
|
|
|
|
|||||||
Property operating expense
|
59,584
|
|
|
60,625
|
|
|
(1,041
|
)
|
|
(1.7
|
)%
|
|||
Depreciation and amortization
|
37,518
|
|
|
47,367
|
|
|
(9,849
|
)
|
|
(20.8
|
)%
|
|||
Interest expense
|
23,066
|
|
|
22,788
|
|
|
278
|
|
|
1.2
|
%
|
|||
Acquisition, transaction and integration expense
|
348
|
|
|
754
|
|
|
(406
|
)
|
|
(53.8
|
)%
|
|||
Management fees and incentive compensation to affiliate
|
3,824
|
|
|
3,928
|
|
|
(104
|
)
|
|
(2.6
|
)%
|
|||
General and administrative expense
|
4,011
|
|
|
4,370
|
|
|
(359
|
)
|
|
(8.2
|
)%
|
|||
Loss on extinguishment of debt
|
375
|
|
|
—
|
|
|
375
|
|
|
NM
|
|
|||
Other expense
|
135
|
|
|
187
|
|
|
(52
|
)
|
|
(27.8
|
)%
|
|||
Total expenses
|
$
|
128,861
|
|
|
$
|
140,019
|
|
|
$
|
(11,158
|
)
|
|
(8.0
|
)%
|
Gain on sale of real estate
|
4,199
|
|
|
—
|
|
|
4,199
|
|
|
NM
|
|
|||
Loss before income taxes
|
(9,689
|
)
|
|
(22,074
|
)
|
|
12,385
|
|
|
56.1
|
%
|
|||
Income tax expense (benefit)
|
206
|
|
|
(226
|
)
|
|
432
|
|
|
NM
|
|
|||
Net Loss
|
$
|
(9,895
|
)
|
|
$
|
(21,848
|
)
|
|
$
|
11,953
|
|
|
54.7
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Managed Properties
|
|
|
|
|
|
|
|
|||||||
Resident fees and services
|
$
|
86,726
|
|
|
$
|
89,706
|
|
|
$
|
(2,980
|
)
|
|
(3.3
|
)%
|
Property operating expense
|
59,584
|
|
|
60,625
|
|
|
(1,041
|
)
|
|
(1.7
|
)%
|
|||
Segment NOI for Managed Properties
|
27,142
|
|
|
29,081
|
|
|
(1,939
|
)
|
|
(6.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Triple Net Lease Properties
|
|
|
|
|
|
|
|
|||||||
Rental revenue
|
28,247
|
|
|
28,239
|
|
|
8
|
|
|
—
|
%
|
|||
Segment NOI for Triple Net Lease Properties
|
$
|
28,247
|
|
|
$
|
28,239
|
|
|
$
|
8
|
|
|
—
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Total Revenue
|
$
|
114,973
|
|
|
$
|
117,945
|
|
|
$
|
(2,972
|
)
|
|
(2.5
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Segment NOI for Managed Properties
|
27,142
|
|
|
29,081
|
|
|
(1,939
|
)
|
|
(6.7
|
)%
|
|||
Segment NOI for Triple Net Lease Properties
|
28,247
|
|
|
28,239
|
|
|
8
|
|
|
—
|
%
|
|||
Total Segment NOI
|
55,389
|
|
|
57,320
|
|
|
(1,931
|
)
|
|
(3.4
|
)%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
37,518
|
|
|
47,367
|
|
|
(9,849
|
)
|
|
(20.8
|
)%
|
|||
Interest expense
|
23,066
|
|
|
22,788
|
|
|
278
|
|
|
1.2
|
%
|
|||
Acquisition, transaction and integration expense
|
348
|
|
|
754
|
|
|
(406
|
)
|
|
(53.8
|
)%
|
|||
Management fees and incentive compensation to affiliate
|
3,824
|
|
|
3,928
|
|
|
(104
|
)
|
|
(2.6
|
)%
|
|||
General and administrative expense
|
4,011
|
|
|
4,370
|
|
|
(359
|
)
|
|
(8.2
|
)%
|
|||
Loss on extinguishment of debt
|
375
|
|
|
—
|
|
|
375
|
|
|
NM
|
|
|||
Other expense
|
135
|
|
|
187
|
|
|
(52
|
)
|
|
(27.8
|
)%
|
|||
Total expenses
|
69,277
|
|
|
79,394
|
|
|
(10,117
|
)
|
|
(12.7
|
)%
|
|||
Gain on sale of real estate
|
4,199
|
|
|
—
|
|
|
4,199
|
|
|
NM
|
|
|||
Loss before income taxes
|
(9,689
|
)
|
|
(22,074
|
)
|
|
12,385
|
|
|
56.1
|
%
|
|||
Income tax expense (benefit)
|
206
|
|
|
(226
|
)
|
|
432
|
|
|
NM
|
|
|||
Net Loss
|
$
|
(9,895
|
)
|
|
$
|
(21,848
|
)
|
|
$
|
11,953
|
|
|
54.7
|
%
|
|
As of and for the three months ended March 31,
|
||||
|
2017
|
|
2016
|
||
Total properties
|
92
|
|
|
96
|
|
Total beds
|
11,228
|
|
|
11,545
|
|
Average occupancy rate
|
86.1
|
%
|
|
88.3
|
%
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Resident fees and services
|
$
|
86,092
|
|
|
$
|
86,531
|
|
|
$
|
(439
|
)
|
|
(0.5
|
)%
|
Property operating expense
|
59,000
|
|
|
58,002
|
|
|
998
|
|
|
1.7
|
%
|
|||
Same Store Segment NOI
|
27,092
|
|
|
28,529
|
|
|
(1,437
|
)
|
|
(5.0
|
)%
|
|||
Segment NOI for non-Same Store properties
|
50
|
|
|
552
|
|
|
(502
|
)
|
|
(90.9
|
)%
|
|||
Total Segment NOI
|
$
|
27,142
|
|
|
$
|
29,081
|
|
|
$
|
(1,939
|
)
|
|
(6.7
|
)%
|
|
|
Managed Properties
|
|
Triple Net Lease Properties
|
|
Total
|
||||||||||||
Location
|
|
Number of Communities
|
|
Number of Beds
|
|
Number of Communities
|
|
Number of Beds
|
|
Number of Communities
|
|
Number of Beds
|
||||||
Arizona
|
|
1
|
|
|
108
|
|
|
1
|
|
|
115
|
|
|
2
|
|
|
223
|
|
Arkansas
|
|
1
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
113
|
|
California
|
|
9
|
|
|
1,048
|
|
|
2
|
|
|
235
|
|
|
11
|
|
|
1,283
|
|
Colorado
|
|
1
|
|
|
119
|
|
|
4
|
|
|
439
|
|
|
5
|
|
|
558
|
|
Connecticut
|
|
—
|
|
|
—
|
|
|
2
|
|
|
277
|
|
|
2
|
|
|
277
|
|
Florida
|
|
21
|
|
|
2,878
|
|
|
3
|
|
|
370
|
|
|
24
|
|
|
3,248
|
|
Georgia
|
|
2
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
194
|
|
Hawaii
|
|
1
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
123
|
|
Idaho
|
|
1
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
121
|
|
Illinois
|
|
1
|
|
|
66
|
|
|
1
|
|
|
111
|
|
|
2
|
|
|
177
|
|
Indiana
|
|
1
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
114
|
|
Iowa
|
|
—
|
|
|
—
|
|
|
2
|
|
|
215
|
|
|
2
|
|
|
215
|
|
Kansas
|
|
1
|
|
|
117
|
|
|
2
|
|
|
238
|
|
|
3
|
|
|
355
|
|
Kentucky
|
|
—
|
|
|
—
|
|
|
1
|
|
|
117
|
|
|
1
|
|
|
117
|
|
Louisiana
|
|
1
|
|
|
118
|
|
|
1
|
|
|
103
|
|
|
2
|
|
|
221
|
|
Massachusetts
|
|
2
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
255
|
|
Michigan
|
|
3
|
|
|
418
|
|
|
1
|
|
|
121
|
|
|
4
|
|
|
539
|
|
Mississippi
|
|
1
|
|
|
67
|
|
|
1
|
|
|
94
|
|
|
2
|
|
|
161
|
|
Missouri
|
|
—
|
|
|
—
|
|
|
3
|
|
|
320
|
|
|
3
|
|
|
320
|
|
Montana
|
|
1
|
|
|
127
|
|
|
1
|
|
|
115
|
|
|
2
|
|
|
242
|
|
Nebraska
|
|
1
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
117
|
|
Nevada
|
|
1
|
|
|
174
|
|
|
1
|
|
|
121
|
|
|
2
|
|
|
295
|
|
New Hampshire
|
|
4
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
263
|
|
New York
|
|
1
|
|
|
120
|
|
|
2
|
|
|
234
|
|
|
3
|
|
|
354
|
|
North Carolina
|
|
7
|
|
|
917
|
|
|
2
|
|
|
240
|
|
|
9
|
|
|
1,157
|
|
Ohio
|
|
3
|
|
|
354
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
354
|
|
Oklahoma
|
|
1
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
120
|
|
Oregon
|
|
3
|
|
|
340
|
|
|
6
|
|
|
601
|
|
|
9
|
|
|
941
|
|
Pennsylvania
|
|
3
|
|
|
406
|
|
|
4
|
|
|
808
|
|
|
7
|
|
|
1,214
|
|
South Carolina
|
|
1
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
120
|
|
South Dakota
|
|
1
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
114
|
|
Tennessee
|
|
3
|
|
|
235
|
|
|
1
|
|
|
109
|
|
|
4
|
|
|
344
|
|
Texas
|
|
5
|
|
|
745
|
|
|
14
|
|
|
2,206
|
|
|
19
|
|
|
2,951
|
|
Utah
|
|
5
|
|
|
592
|
|
|
1
|
|
|
117
|
|
|
6
|
|
|
709
|
|
Virginia
|
|
2
|
|
|
233
|
|
|
1
|
|
|
120
|
|
|
3
|
|
|
353
|
|
Washington
|
|
2
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
275
|
|
Wisconsin
|
|
1
|
|
|
117
|
|
|
1
|
|
|
116
|
|
|
2
|
|
|
233
|
|
Total
|
|
92
|
|
|
11,228
|
|
|
58
|
|
|
7,542
|
|
|
150
|
|
|
18,770
|
|
•
|
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 and our operators 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. We may also seek amendments to these debt covenants, and there can be no assurance that we will be able to obtain any such amendment on commercially reasonable terms, if at all.
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2017
|
|
2016
|
||||
Net cash provided by (used in)
|
|
|
|
||||
Operating activities
|
$
|
21,831
|
|
|
$
|
23,700
|
|
Investing activities
|
11,624
|
|
|
(4,565
|
)
|
||
Financing activities
|
(41,165
|
)
|
|
(56,151
|
)
|
||
Net Decrease in Cash and Cash Equivalents
|
(7,710
|
)
|
|
(37,016
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
58,048
|
|
|
116,881
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
50,338
|
|
|
$
|
79,865
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2017
|
|
2016
|
||||
Net Loss
|
$
|
(9,895
|
)
|
|
$
|
(21,848
|
)
|
Gain on sale of real estate
|
(4,199
|
)
|
|
—
|
|
||
Depreciation and amortization
|
37,518
|
|
|
47,367
|
|
||
FFO
|
23,424
|
|
|
25,519
|
|
||
Acquisition, transaction and integration expense
|
348
|
|
|
754
|
|
||
Loss on extinguishment of debt
|
375
|
|
|
—
|
|
||
Other expense
(A)
|
135
|
|
|
187
|
|
||
Normalized FFO
|
24,282
|
|
|
26,460
|
|
||
Interest expense
|
23,066
|
|
|
22,788
|
|
||
Income tax expense (benefit)
|
206
|
|
|
(226
|
)
|
||
Adjusted EBITDA
|
$
|
47,554
|
|
|
$
|
49,022
|
|
(A)
|
Primarily includes changes in the fair value of financial instruments.
|
•
|
Our stock price performance could impair our ability to access the capital markets, and any disruption to the capital markets or other sources of financing generally could also negatively affect our liquidity.
|
•
|
Our failure to comply with the terms of our financings could result in the acceleration of the requirement to repay our indebtedness or require us to seek amendments to such agreements, which we may not be able to obtain on commercially reasonable terms, if at all.
|
•
|
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 generally, weakness in the senior housing and healthcare industries or other factors.
|
•
|
Because we derive substantially all of our revenues from the operators of our triple net lease and managed properties, any inability or unwillingness by these 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. Our actual distributions to stockholders have historically been higher than the REIT distribution requirement. Distributions will limit our ability to finance investments 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.
|
(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.
|
•
|
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;
|
•
|
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.
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
|
**
|
The schedules to the Purchase Agreement included as Exhibit 2.2 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.
|
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 10.5 and 10.6, respectively, hereto and are being omitted in reliance on Instruction 2 to Item 601 of Regulation S-K:
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Master Lease, dated December 23, 2013, by and among the Landlords named therein and NCT Master Tenant II LLC.
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Guaranty of Lease, dated December 23, 2013, by Holiday AL Holdings LP in favor of the Landlords named therein.
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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.
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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.
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NEW SENIOR INVESTMENT GROUP INC.
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By:
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/s/ Susan Givens
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Susan Givens
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Chief Executive Officer
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May 4, 2017
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By:
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/s/ Bhairav Patel
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Bhairav Patel
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Interim Chief Financial Officer, Treasurer and Principal Accounting Officer
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May 4, 2017
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1 Year New Senior Investment Chart |
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