UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2010
Grubb & Ellis Healthcare REIT II, Inc.
(Exact name of registrant as specified in its charter)
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Maryland |
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333-158111 (1933 Act) |
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26-4008719 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1551 N. Tustin Avenue, Suite 300, Santa Ana, California
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92705 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (714) 667-8252
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Not Applicable |
(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
We previously filed a Current Report on Form 8-K, or the Form 8-K, on September 20, 2010
reporting our acquisition of The Laurels of Charlottesville located in Charlottesville, Virginia,
or the Charlottesville property, Bland Nursing & Rehabilitation Center located in Bastian,
Virginia, or the Bastian property, Maple Grove Health Care Center located in Lebanon, Virginia, or
the Lebanon property, The Brian Center of Fincastle located in Fincastle, Virginia, or the
Fincastle property, The Brian Center of Low Moor located in Low Moor, Virginia, or the Low Moor
property, The Laurels of Willow Creek located in Midlothian, Virginia, or the Midlothian property,
and The Springs Nursing Facility located in Hot Springs, Virginia, or the Hot Springs property, or
collectively the Virginia SNF Portfolio, as described in such Form 8-K. We are filing this Current
Report on Form 8-K/A, Amendment No. 1, to provide the financial information required by Item 9.01.
On September 16, 2010, we acquired the Virginia SNF Portfolio consisting of seven skilled
nursing facilities which are 100% leased to majority owned subsidiaries of Kissito Healthcare, or
Kissito, and Laurel Health Care Holdings, Inc., or Laurel. The Virginia SNF Portfolio was built
between 1989 and 2004 and consists of approximately 232,000 square feet of gross leasable area, in the aggregate. Majority owned subsidiaries of Kissito lease five of the seven properties:
the Bastian property, the Lebanon property, the Fincastle property, the Low Moor property and the
Hot Springs property, or collectively the Kissito leases, whereby each individual lease is
personally guaranteed by an executive officer of Kissito. Majority owned subsidiaries of Laurel
lease the remaining two properties: the Charlottesville property and the Midlothian property, or
collectively the Laurel leases, whereby Laurel serves as the guarantor of each individual lease.
In evaluating the Virginia SNF Portfolio as a potential acquisition and determining the
appropriate amount of consideration to be paid for the portfolio, a variety of factors were
considered, including our evaluation of property condition reports, the respective locations,
visibility and access to the seven properties, the age, physical condition and curb appeal of the
seven properties, neighboring property uses, local market conditions and general economic
conditions and patient demand.
We believe that the financial condition and results of operations of the individual tenants
for the Kissito leases are more relevant to investors than the financial condition of the
individual personally guaranteeing the leases and enable investors to evaluate the
credit-worthiness of the individual properties and pursuant to the guidance provided by the United
States Securities and Exchange Commission, or the SEC, we have provided the summarized financial
information of the individual tenants herein. However, we believe that the financial condition and
results of operations of the guarantor of the Laurel leases are more relevant to investors than the
financial statements of the individual tenants and enable investors to evaluate the
credit-worthiness of the guarantor of the lease and pursuant to the guidance provided by the SEC,
we have provided the summarized financial information of Laurel herein.
2
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Financial statements of businesses acquired. |
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Individual tenants of the Kissito leases |
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I.
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Summary financial information regarding AFS of Bastian, Inc.
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4 |
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II.
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Summary financial information regarding AFS of Lebanon, Inc. (formerly known as Senior Care of Lebanon, Inc.)
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4 |
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III.
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Summary financial information regarding AFS of Fincastle, Inc.
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4 |
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IV.
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Summary financial information regarding AFS of Low Moor, Inc.
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5 |
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V.
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Summary financial information regarding AFS of Hot Springs, Inc.
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5 |
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Laurel Health Care Holdings, Inc. |
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VI.
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Summary financial information regarding Laurel Health Care Holdings,
Inc.
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5 |
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(b) |
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Pro forma financial information. |
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Grubb & Ellis Healthcare REIT II, Inc. |
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I.
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Unaudited Pro Forma Condensed Consolidated Financial Statements
for the Nine Months Ended September 30, 2010 and for the
Period from January 7, 2009
(Date of Inception) through December 31, 2009
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6 |
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II.
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Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the
Nine Months Ended September 30, 2010
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7 |
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III.
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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
Period from January 7, 2009 (Date of Inception) through December 31, 2009
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8 |
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IV.
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements for the
Nine Months Ended September 30, 2010 and for the
Period from January 7, 2009 (Date of Inception) through December 31, 2009
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9 |
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3
The following financial information regarding the individual tenants of the Kissito leases is
taken from its audited December 31, 2009, 2008 and 2007 financial statements and unaudited June 30,
2010 financial statements.
The Bastian property AFS of Bastian, Inc.
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December 31, |
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June 30, 2010 |
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2009 |
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2008 |
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STATEMENT OF FINANCIAL POSITION DATA: |
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Total current assets |
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$ |
466,886 |
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$ |
418,946 |
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$ |
537,009 |
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Total noncurrent assets |
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$ |
63,376 |
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$ |
745,820 |
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$ |
322,138 |
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Total current liabilities |
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$ |
90,611 |
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$ |
856,083 |
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$ |
501,251 |
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Total noncurrent liabilities |
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$ |
49,080 |
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$ |
71,501 |
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$ |
190,507 |
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Six Months Ended |
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June 30, |
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Years Ended December 31, |
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2010 |
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2009 |
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2008 |
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2007 |
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STATEMENT OF ACTIVITIES DATA: |
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Total operating revenues |
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$ |
2,004,969 |
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$ |
3,804,837 |
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$ |
3,829,091 |
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$ |
3,491,907 |
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Operating income |
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$ |
153,389 |
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$ |
40,757 |
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$ |
309,883 |
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$ |
80,035 |
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Excess of revenue over expenses |
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$ |
153,389 |
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$ |
69,793 |
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$ |
310,129 |
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$ |
80,035 |
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The Lebanon property AFS of Lebanon, Inc. (formerly known as Senior Care of Lebanon, Inc.)
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December 31, |
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June 30, 2010 |
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2009 |
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2008 |
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STATEMENT OF FINANCIAL POSITION DATA: |
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Total current assets |
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$ |
510,933 |
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$ |
593,944 |
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$ |
446,230 |
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Total noncurrent assets |
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$ |
181,975 |
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$ |
1,032,605 |
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$ |
889,460 |
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Total current liabilities |
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$ |
(51,700 |
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$ |
1,148,683 |
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$ |
761,906 |
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Total noncurrent liabilities |
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$ |
17,595 |
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$ |
70,324 |
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$ |
171,182 |
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Six Months Ended |
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June 30, |
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Years Ended December 31, |
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2010 |
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2009 |
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2008 |
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2007 |
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STATEMENT OF ACTIVITIES DATA: |
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Total operating revenues |
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$ |
2,433,499 |
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$ |
4,127,311 |
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$ |
4,138,437 |
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$ |
3,907,048 |
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Operating income (loss) |
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$ |
319,469 |
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$ |
2,473 |
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$ |
(75,419 |
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$ |
47,365 |
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Excess (deficiency) of revenue over expenses |
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$ |
319,469 |
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$ |
4,940 |
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$ |
(75,283 |
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$ |
47,365 |
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The Fincastle property AFS of Fincastle, Inc.
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December 31, |
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June 30, 2010 |
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2009 |
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2008 |
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STATEMENT OF FINANCIAL POSITION DATA: |
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Total current assets |
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$ |
640,865 |
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$ |
425,307 |
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$ |
333,371 |
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Total noncurrent assets |
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$ |
232,411 |
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$ |
222,663 |
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$ |
256,802 |
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Total current liabilities |
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$ |
1,972,774 |
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$ |
1,474,526 |
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$ |
925,896 |
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Total noncurrent liabilities |
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$ |
14,928 |
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$ |
418,078 |
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$ |
268,532 |
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Six Months Ended |
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June 30, |
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Years Ended December 31, |
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2010 |
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2009 |
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2008 |
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2007 |
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STATEMENT OF ACTIVITIES DATA: |
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Total operating revenue |
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$ |
2,961,878 |
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$ |
4,679,809 |
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$ |
4,908,671 |
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$ |
4,720,994 |
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Operating income (loss) |
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$ |
130,205 |
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$ |
(687,429 |
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$ |
(22,031 |
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$ |
172,880 |
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Excess (deficiency) of revenue over expenses |
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$ |
130,205 |
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$ |
(640,379 |
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$ |
(22,031 |
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$ |
172,880 |
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4
The Low Moor property AFS of Low Moor, Inc.
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December 31, |
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June 30, 2010 |
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2009 |
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2008 |
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STATEMENT OF FINANCIAL POSITION DATA: |
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Total current assets |
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$ |
649,722 |
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$ |
460,699 |
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$ |
496,757 |
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Total noncurrent assets |
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$ |
343,470 |
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$ |
686,900 |
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$ |
649,387 |
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Total current liabilities |
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$ |
732,871 |
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$ |
919,089 |
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$ |
723,194 |
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Total noncurrent liabilities |
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$ |
44,027 |
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$ |
48,938 |
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$ |
124,998 |
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Six Months Ended |
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June 30, |
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Years Ended December 31, |
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2010 |
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2009 |
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2008 |
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2007 |
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STATEMENT OF ACTIVITIES DATA: |
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Total operating revenues |
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$ |
3,120,699 |
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$ |
5,567,356 |
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$ |
4,717,699 |
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$ |
4,139,872 |
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Operating income (loss) |
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$ |
36,724 |
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$ |
(123,170 |
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$ |
(11,786 |
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$ |
179,810 |
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Excess (deficiency) of revenue over expenses |
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$ |
36,724 |
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$ |
(118,380 |
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$ |
(11,590 |
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$ |
179,810 |
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The Hot Springs property AFS of Hot Springs, Inc.
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December 31, |
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June 30, 2010 |
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2009 |
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2008 |
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STATEMENT OF FINANCIAL POSITION DATA: |
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Total current assets |
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$ |
313,355 |
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$ |
246,424 |
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$ |
270,534 |
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Total noncurrent assets |
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$ |
320,492 |
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$ |
128,418 |
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$ |
154,638 |
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Total current liabilities |
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$ |
891,456 |
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$ |
561,732 |
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$ |
501,528 |
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Total noncurrent liabilities |
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$ |
18,375 |
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$ |
420,109 |
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$ |
353,386 |
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Six Months Ended |
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June 30, |
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Years Ended December 31, |
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2010 |
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2009 |
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2008 |
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2007 |
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STATEMENT OF ACTIVITIES DATA: |
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Total operating revenues |
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$ |
1,544,563 |
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$ |
2,930,764 |
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$ |
3,175,423 |
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$ |
3,231,211 |
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Operating income (loss) |
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$ |
17,661 |
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$ |
(193,844 |
) |
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$ |
(123,847 |
) |
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$ |
81,113 |
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Excess (deficiency) of revenue over expenses |
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$ |
17,661 |
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$ |
(177,257 |
) |
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$ |
(123,667 |
) |
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$ |
81,113 |
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The following financial information regarding Laurel Health Care Holdings, Inc. is taken from
its audited December 31, 2009, 2008 and 2007 financial statements and unaudited June 30, 2010
financial statements.
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December 31, |
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June 30, 2010 |
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2009 |
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2008 |
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BALANCE SHEET DATA: |
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Total current assets |
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$ |
56,824,000 |
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$ |
48,706,000 |
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$ |
46,191,000 |
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Total noncurrent assets |
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$ |
45,615,000 |
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$ |
47,799,000 |
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$ |
41,754,000 |
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Total current liabilities |
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$ |
40,105,000 |
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$ |
36,990,000 |
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$ |
35,742,000 |
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Total noncurrent liabilities |
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$ |
59,719,000 |
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$ |
62,538,000 |
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$ |
68,777,000 |
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Six Months Ended |
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June 30, |
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Years Ended December 31, |
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2010 |
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2009 |
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2008 |
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2007 |
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STATEMENT OF INCOME DATA: |
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Total revenues |
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$ |
132,310,000 |
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$ |
254,592,000 |
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$ |
241,168,000 |
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$ |
216,281,000 |
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Income before amortization of deferred gain |
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$ |
6,939,000 |
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$ |
15,029,000 |
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$ |
12,397,000 |
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$ |
4,868,000 |
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Net income |
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$ |
9,083,000 |
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$ |
20,683,000 |
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$ |
18,051,000 |
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$ |
10,522,000 |
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5
Grubb & Ellis Healthcare REIT II, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2010 and
for the Period from January 7, 2009 (Date of Inception) through December 31, 2009
The accompanying unaudited pro forma condensed consolidated financial statements (including
the notes thereto) are qualified in their entirety by reference to and should be read in
conjunction with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and
Annual Report on Form 10-K for the year ended December 31, 2009. In managements opinion, all
adjustments necessary to reflect the transactions have been made.
The accompanying unaudited pro forma condensed consolidated statements of operations for the
nine months ended September 30, 2010 and for the period from January 7, 2009 (Date of Inception)
through December 31, 2009 are presented as if we acquired Lacombe Medical Office Building, or the
Lacombe MOB property, Center for Neurosurgery and Spine, or the Center for Neurosurgery and Spine
property, Parkway Medical Center, or the Parkway property, Highlands Ranch Medical Pavilion, or the
Highlands Ranch property, Muskogee Long-Term Acute Care Hospital, or the Muskogee LTACH property,
St. Vincent Medical Office Building, or the St. Vincent MOB property, Livingston Medical Arts
Pavilion, or the Livingston MAP property, Pocatello East Medical Office Building, or the Pocatello
East MOB property, Cape Girardeau Long-Term Acute Care Hospital, or the Cape property and Joplin
Long-Term Acute Care Hospital, or the Joplin property, two of the four properties comprising the
Monument LTACH Portfolio, and the Virginia SNF Portfolio, or collectively the Properties, on
January 7, 2009 (Date of Inception). The Properties were acquired using a combination of debt
financing and cash proceeds, net of offering costs, received from our initial public offering
through the acquisition date. However, the pro forma adjustments assume that the debt proceeds and
the offering proceeds, at a price of $10.00 per share, net of offering costs, were raised as of
January 7, 2009 (Date of Inception).
An unaudited pro forma condensed consolidated balance sheet as of September 30, 2010 is not
presented as the effect of the acquisition of the Properties is fully reflected in our historical
consolidated balance sheet as of September 30, 2010.
The accompanying unaudited pro forma condensed consolidated financial statements are unaudited
and are subject to a number of estimates, assumptions, and other uncertainties, and do not purport
to be indicative of the actual results of operations that would have occurred had the acquisitions
reflected therein in fact occurred on the dates specified, nor do such financial statements purport
to be indicative of the results of operations that may be achieved in the future. In addition, the
unaudited pro forma condensed consolidated financial statements include pro forma allocations of
the purchase price of the Properties based upon preliminary estimates of the fair value of the
assets acquired and liabilities assumed in connection with the acquisitions and are subject to
change.
6
Grubb & Ellis Healthcare REIT II, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of the |
|
|
|
|
|
|
Company |
|
|
2010 |
|
|
Virginia SNF |
|
|
Company |
|
|
|
Historical(A) |
|
|
Transactions(B) |
|
|
Portfolio(C) |
|
|
Pro Forma |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
4,010,000 |
|
|
$ |
4,937,000 |
|
|
$ |
3,170,000 |
|
|
$ |
12,117,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses |
|
|
1,241,000 |
|
|
|
1,323,000 |
|
|
|
184,000 |
(D) |
|
|
2,748,000 |
|
General and administrative |
|
|
1,048,000 |
|
|
|
334,000 |
|
|
|
271,000 |
(E) |
|
|
1,653,000 |
|
Acquisition related expenses |
|
|
5,179,000 |
|
|
|
(3,397,000 |
) |
|
|
(1,622,000) |
(F) |
|
|
160,000 |
|
Depreciation and amortization |
|
|
1,722,000 |
|
|
|
1,801,000 |
|
|
|
1,256,000 |
(G) |
|
|
4,779,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
9,190,000 |
|
|
|
61,000 |
|
|
|
89,000 |
|
|
|
9,340,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations |
|
|
(5,180,000 |
) |
|
|
4,876,000 |
|
|
|
3,081,000 |
|
|
|
2,777,000 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (including amortization of deferred
financing costs and debt discount): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense related to mortgage loan payables and
derivative
financial instrument |
|
|
(432,000 |
) |
|
|
(1,178,000 |
) |
|
|
(1,299,000) |
(H) |
|
|
(2,909,000 |
) |
Loss in fair value of derivative financial instrument |
|
|
(194,000 |
) |
|
|
|
|
|
|
|
|
|
|
(194,000 |
) |
Interest income |
|
|
14,000 |
|
|
|
|
|
|
|
|
|
|
|
14,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(5,792,000 |
) |
|
|
3,698,000 |
|
|
|
1,782,000 |
|
|
|
(312,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to
noncontrolling interest |
|
|
1,000 |
|
|
|
6,000 |
|
|
|
|
|
|
|
7,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to controlling interest |
|
$ |
(5,793,000 |
) |
|
$ |
3,692,000 |
|
|
$ |
1,782,000 |
|
|
$ |
(319,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per common share attributable to controlling
interest basic and diluted |
|
$ |
(1.02 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
outstanding basic and diluted |
|
|
5,687,117 |
|
|
|
|
|
|
|
|
|
|
|
9,643,677 |
(I) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
7
Grubb & Ellis Healthcare REIT II, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Period from January 7, 2009 (Date of Inception) through December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of the |
|
|
|
|
|
|
Company |
|
|
2010 |
|
|
Virginia SNF |
|
|
Company |
|
|
|
Historical(J) |
|
|
Transactions(K) |
|
|
Portfolio(L) |
|
|
Pro Forma |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
|
|
|
$ |
11,043,000 |
|
|
$ |
4,403,000 |
|
|
$ |
15,446,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental expenses |
|
|
|
|
|
|
3,363,000 |
|
|
|
256,000 |
(M) |
|
|
3,619,000 |
|
General and administrative |
|
|
268,000 |
|
|
|
757,000 |
|
|
|
366,000 |
(N) |
|
|
1,391,000 |
|
Acquisition related expenses |
|
|
18,000 |
|
|
|
(12,000 |
) |
|
|
|
(O) |
|
|
6,000 |
|
Depreciation and amortization |
|
|
|
|
|
|
5,109,000 |
|
|
|
1,675,000 |
(P) |
|
|
6,784,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
286,000 |
|
|
|
9,217,000 |
|
|
|
2,297,000 |
|
|
|
11,800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations |
|
|
(286,000 |
) |
|
|
1,826,000 |
|
|
|
2,106,000 |
|
|
|
3,646,000 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (including amortization of deferred
financing costs and debt discount): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense related to mortgage loan
payables and derivative
financial instrument |
|
|
|
|
|
|
(1,889,000 |
) |
|
|
(1,960,000) |
(Q) |
|
|
(3,849,000 |
) |
Interest income |
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(282,000 |
) |
|
|
(63,000 |
) |
|
|
146,000 |
|
|
|
(199,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net loss attributable to
noncontrolling interest |
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to controlling interest |
|
$ |
(281,000 |
) |
|
$ |
(63,000 |
) |
|
$ |
146,000 |
|
|
$ |
(198,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per common share attributable to controlling
interest basic and diluted |
|
$ |
(1.51 |
) |
|
|
|
|
|
|
|
|
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
outstanding basic and diluted |
|
|
186,330 |
|
|
|
|
|
|
|
|
|
|
|
9,569,275 |
(R) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated financial statements.
8
Grubb & Ellis Healthcare REIT II, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1. Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months
Ended September 30, 2010
(A) As reported in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
(B) Amounts represent the estimated operations, including pro forma adjustments, based on
historical operations of the Lacombe MOB property, the Center for Neurosurgery and Spine property,
the Parkway property, the Highlands Ranch property, the Muskogee LTACH property, the St. Vincent
MOB property, the Livingston MAP property, the Pocatello East MOB property and the Cape property
and the Joplin property, which were acquired in 2010.
(C) Amounts represent the estimated operations, including pro forma adjustments, based on
historical operations of the Virginia SNF Portfolio.
(D) Amount represents the estimated rental expenses of the Virginia SNF Portfolio. We entered
into an advisory agreement with Grubb & Ellis Healthcare REIT II Advisor, LLC, or our advisor, or
our advisory agreement. Pursuant to our advisory agreement, our advisor or its affiliates are
entitled to receive, for overseeing property management services for each of our properties, a monthly
oversight fee of up to 1.0% of the gross monthly cash receipts of
each property. As a result, the
pro forma amounts shown are reflective of our current advisory agreement at a rate of 1.0%.
Also, adjustments were made for an incremental property tax expense assuming the acquisition
price and historical property tax rate.
(E) Pursuant to our advisory agreement, our advisor or its affiliates are entitled to receive
a monthly asset management fee for services rendered in connection with the management of our
assets equal to one-twelfth of 0.85% of average invested assets, subject to our stockholders
receiving distributions in an amount equal to 5.0% per annum, cumulative, non-compounded, of
invested capital. At the time of the acquisition of the Virginia SNF Portfolio, our stockholders
had received annualized distributions greater than 5.0% per annum. As such, we assumed an asset
management fee was incurred for the nine months ended September 30, 2010.
(F) We incurred a total of $1,622,000 in acquisition related expenses, $1,622,000 of which was
incurred during the nine months ended September 30, 2010, in connection with the acquisition of the
Virginia SNF Portfolio. As these are nonrecurring charges, they have been excluded from the
unaudited pro forma condensed consolidated statement of operations for the nine months ended
September 30, 2010.
(G) Amount represents depreciation and amortization expense on the allocation of the purchase
price. We allocated the purchase price to the fair value of the assets acquired and liabilities
assumed as follows: $4,405,000 to land, $37,709,000 to building and improvements, $2,837,000 to
in-place leases, $2,449,000 to tenant relationships and $(2,400,000) to other liabilities.
Depreciation and amortization expense is recognized using the straight-line method over an
estimated useful life of 39.0 years, 4.8 to 14.5 years, 4.8 to 14.5 years and 34.4 to 34.5 years
for building, improvements, in-place leases and tenant relationships, respectively.
The purchase price allocations, and therefore, depreciation and amortization expense are
preliminary and subject to change.
9
Grubb & Ellis Healthcare REIT II, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)
(H) We financed the purchase price, plus closing costs, using $26,810,000 in borrowings under
a loan agreement with KeyBank National Association, or the KeyBank loan agreement, $12,900,000 in
borrowings under a line of credit with Bank of America, National Association, or our line of
credit, and proceeds from our offering. We have reflected the amount of interest expense calculated
on $14,500,000 in borrowings under our line credit in the amount listed in the 2010 Transactions
column. Borrowings under our line of credit are limited to the
availability of credit remaining on the line
of credit at the time of acquisition which was $2,650,000. Therefore, we have assumed the purchase
price, plus closing costs, was financed using $26,810,000 in borrowings under the KeyBank loan
agreement, $2,650,000 in borrowings under our line of credit and the remaining from proceeds from
our offering. As such, this amount represents interest expense on such borrowings. The unpaid
principal balance under the KeyBank loan agreement bears interest at a rate equal to the higher of
5.5% per annum or LIBOR plus 4.0% per annum. The unpaid principal balance under our line of credit
bears interest at a rate equal to the higher of 5.0% per annum or LIBOR plus 3.75% per annum. We
have assumed a 5.5% per annum and 5.0% per annum interest rate, respectively, as LIBOR plus the
applicable margin was less than 5.5% per annum and 5.0% per annum, respectively, for the nine
months ended September 30, 2010.
(I) Amount represents the weighted average number of shares of our common stock from our
initial public offering, at $10.00 per share, required to generate sufficient offering proceeds,
net of offering costs, to fund the purchase of the Properties. The calculation assumes these
proceeds were raised as of January 7, 2009 (Date of Inception).
2. Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Period from
January 7, 2009 (Date of Inception) through December 31, 2009
(J) Derived from amounts reported in our Annual Report on Form 10-K for the year ended
December 31, 2009.
(K) Amounts represent the previously reported estimated operations, including pro forma
adjustments, based on historical operations of the Lacombe MOB property, the Center for
Neurosurgery and Spine property, the Parkway property, the Highlands Ranch property, the Muskogee
LTACH property, the St. Vincent MOB property, the Livingston MAP property, the Pocatello East MOB
property and the Cape property and the Joplin property, which were acquired in 2010.
(L) Amounts represent the estimated operations, including pro forma adjustments, based on
historical operations of the Virginia SNF Portfolio.
(M) Amount represents the estimated rental expenses of the Virginia SNF Portfolio. Pursuant to
our advisory agreement, our advisor or its affiliates are entitled to
receive, for overseeing property
management services for each of our properties, a monthly oversight fee of up to 1.0% of the gross
monthly cash receipts of each property. As a result, the pro forma amounts shown are reflective of
our current advisory agreement at a rate of 1.0%.
Also, adjustments were made for an incremental property tax expense assuming the acquisition
price and historical property tax rate.
(N) Pursuant to our advisory agreement, our advisor or its affiliates are entitled to receive
a monthly asset management fee for services rendered in connection with the management of our
assets equal to one-twelfth of 0.85% of average invested assets, subject to our stockholders
receiving distributions in an amount equal to 5.0% per annum, cumulative, non-compounded, of
invested capital. At the time of the acquisition of the Virginia SNF Portfolio, our stockholders
had received annualized distributions greater than 5.0% per annum. As such, we assumed an asset
management fee was incurred for the period from January 7, 2009 (Date of Inception) through
December 31, 2009.
(O) We incurred a total of $1,622,000 in acquisition related expenses, none of which was
incurred in 2009, in connection with the acquisition of the Virginia SNF Portfolio. As these are
nonrecurring charges, they have been excluded from the unaudited pro forma condensed consolidated
statement of operations for the period from January 7, 2009 (Date of Inception) through December
31, 2009.
10
Grubb & Ellis Healthcare REIT II, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)
(P) Amount represents depreciation and amortization expense on the allocation of the purchase
price. We allocated the purchase price to the fair value of the assets acquired and liabilities
assumed as follows: $4,405,000 to land, $37,709,000 to building and improvements, $2,837,000 to
in-place leases, $2,449,000 to tenant relationships and $(2,400,000) to other liabilities.
Depreciation and amortization expense is recognized using the straight-line method over an
estimated useful life of 39.0 years, 4.8 to 14.5 years, 4.8 to 14.5 years and 34.4 to 34.5 years
for building, improvements, in-place leases and tenant relationships, respectively.
The purchase price allocations, and therefore, depreciation and amortization expense are
preliminary and subject to change.
(Q) We financed the purchase price, plus closing costs, using $26,810,000 in borrowings under
the KeyBank loan agreement, $12,900,000 in borrowings under our line of credit and proceeds from
our offering. We have reflected the amount of interest expense calculated on $14,500,000 in
borrowings under our line credit in the amount listed in the 2010 Transactions column. Borrowings
under our line of credit are limited to the availability of credit remaining on the line of credit at the
time of acquisition which was $2,650,000. Therefore, we have assumed the purchase price, plus
closing costs, was financed using $26,810,000 in borrowings under the KeyBank loan agreement,
$2,650,000 in borrowings under our line of credit and the remaining from proceeds from our
offering. As such, this amount represents interest expense on such borrowings. The unpaid principal
balance under the KeyBank loan agreement bears interest at a rate equal to the higher of 5.5% per
annum or LIBOR plus 4.0% per annum. The unpaid principal balance under our line of credit bears
interest at a rate equal to the higher of 5.0% per annum or LIBOR plus 3.75% per annum. We have
assumed a 5.5% per annum and 5.0% per annum interest rate, respectively, as LIBOR plus the
applicable margin was less than 5.5% per annum and 5.0% per annum, respectively, for the period
from January 7, 2009 (Date of Inception) through December 31, 2010.
(R) Amount represents the weighted average number of shares of our common stock from our
initial public offering, at $10.00 per share, required to generate sufficient offering proceeds,
net of offering costs, to fund the purchase of the Properties. The calculation assumes these net
proceeds were raised as of January 7, 2009 (Date of Inception).
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Grubb & Ellis Healthcare REIT II, Inc.
|
|
Date: December 2, 2010 |
By: |
/s/ Jeffrey T. Hanson
|
|
|
|
Name: |
Jeffrey T. Hanson |
|
|
|
Title: |
Chief Executive Officer |
|
|
12