Annual report pursuant to Section 13 and 15(d)

Non-Controlling Interest

v2.4.0.8
Non-Controlling Interest
12 Months Ended
Dec. 31, 2013
Noncontrolling Interest [Abstract]  
Non-Controlling Interest

4. Non-Controlling Interest

Non-Controlling Interest in Consolidated Entities

We consolidate our Operating Partnership. Interests in the Operating Partnership represented by OP units that are owned by other limited partners are included in non-controlling interest on our consolidated balance sheets. As of December 31, 2013, the Operating Partnership had 16,954,117 OP units outstanding, of which 97.3% were owned by us and 2.7% were owned by other limited partners. The outstanding OP units held by outside limited partners are redeemable for cash, or at our option, for a like number of shares of our common stock.

In January 2014, we agreed to not exercise our right under the Operating Partnership agreement to deliver shares of our common stock in lieu of cash upon a request for redemption of OP units held by limited partners and instead we will redeem such OP units for cash until such time that we have an effective registration statement covering the OP units held by certain limited partners. As a result, we will report the non-controlling interest outside of equity beginning January 1, 2014.

 

The following is an analysis of the controlling and non-controlling interest from April 23, 2013, the date of the IPO, to December 31, 2013 (amounts in thousands):

 

     Controlling
Interest
    Non-Controlling
Interest Holders
    Total  

Equity immediately after IPO (1)

   $ 161,838      $ —        $ 161,838   

Establishment of non-controlling interest during formation transaction

     (4,407     4,407        —     

Loss attributable to interest holders

     (10,459     (294     (10,753

Equity-based compensation

     6,885        194        7,079   

Distributions

     (6,934     (194     (7,128

Issuance (repurchase) of vested equity-based shares and other adjustments post-IPO

     (414     (14     (428

Change in accumulated other comprehensive income

     16        —          16   
  

 

 

   

 

 

   

 

 

 

Total Equity - December 31, 2013

   $ 146,525      $ 4,099      $ 150,624   
  

 

 

   

 

 

   

 

 

 

 

(1) Amount includes net proceeds of approximately $9.5 million received by us upon the exercise by the underwriters of their option to purchase an additional 818,356 shares of common stock on May 23, 2013.

Allocation of Profit and Loss and Cash Distributions prior to April 23, 2013

All profits, losses and cash distributions of the Predecessor were allocated based on the percentages as follows:

 

     Prior to     Three months ended     Years ended September 30,  
     April 23, 2013     December 31, 2012     2012     2011  

MissionPoint HA Parallel Fund, L.P.

     70     70     75     75

Jeffrey W. Eckel, Chief Executive Officer

     18     18     20     20

Other management and employees of the Predecessor

     12     12     5     5

Upon the completion of the IPO, the Preferred Units and Common Units were exchanged for shares of our common stock or OP units in the Operating Partnership, or for certain unit holders, were redeemed for cash.