Quarterly report pursuant to Section 13 or 15(d)

Non-Controlling Interest

v2.4.0.8
Non-Controlling Interest
9 Months Ended
Sep. 30, 2014
Noncontrolling Interest [Abstract]  
Non-Controlling Interest
4. Non-Controlling Interest

Non-Controlling Interest in Consolidated Entities

Units of limited partnership interests in the Operating Partnership (“OP units”) that are owned by other limited partners are included in non-controlling interest on our condensed consolidated balance sheets. As of September 30, 2014, the Operating Partnership had 23,079,213 OP units outstanding; of which we owned 98.6% and other limited partners owned 1.4%. 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 our limited partners and instead agreed to redeem such OP units for cash until such time that we have an effective registration statement covering the resale of shares of our common stock issuable upon exchange of OP units held by such limited partners. As a result of this agreement, we classified the non-controlling interest covered by this agreement as outside of equity. In August 2014, the required registration statement became effective and thus, we now have the ability to exercise our right to deliver shares in the event of an OP unit redemption request. Therefore, we are reporting our non-controlling interest within equity as of September 30, 2014.

For the three and nine months ended September 30, 2014, we redeemed 11,110 and 131,093 OP units held by our non-controlling interest holders for cash of $0.2 million and $1.8 million, respectively. Our non-controlling interest holders held 331,282 OP units as of September 30, 2014.

The following is an analysis of the controlling and non-controlling interest from December 31, 2013, to September 30, 2014:

 

     Controlling
Interest
    Non-Controlling
Interest Holders
    Total  
     (amounts in thousands)  

Total Equity by Interest Holders — December 31, 2013

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

Net income attributable to interest holders

     8,145        145        8,290   

Issuance of common stock

     70,370        —          70,370   

Redemption of OP units

     (617     (1,165     (1,782

Repurchase of common stock

     (205     —          (205

Equity-based compensation

     3,575        52        3,627   

Distributions

     (13,639     (225     (13,864

Change in accumulated other comprehensive income

     678        12        690   

Tax basis difference on contributed asset

     1,818        39        1,857   

Redemption value change for non-controlling interest redeemable for cash

     (1,833     1,833        —     
  

 

 

   

 

 

   

 

 

 

Total Equity by Interest Holders— September 30, 2014

   $ 214,817      $ 4,790      $ 219,607   
  

 

 

   

 

 

   

 

 

 

 

The following is an analysis of the controlling and non-controlling interest from April 23, 2013, the date of our IPO, to September 30, 2013:

 

     Controlling
Interest
    Non-Controlling
Interest Holders
    Total  
     (amounts in thousands)  

Equity immediately after IPO

   $ 161,838      $ —        $ 161,838   

Establishment of non-controlling interest during formation transaction

     (4,407     4,407        —     

Net loss attributable to interest holders

     (3,129     (90     (3,219

Equity-based compensation

     6,449        180        6,629   

Distributions

     (992     (28     (1,020

Change in accumulated other comprehensive income

     (160     (4     (164
  

 

 

   

 

 

   

 

 

 

Total Equity by Interest Holders — September 30, 2013

   $ 159,599      $ 4,465      $ 164,064   
  

 

 

   

 

 

   

 

 

 

Allocation of Profit and Loss and Cash Distributions prior to our IPO

Prior to the IPO, all profits, losses and cash distributions of the Predecessor were allocated based on the percentages as follows:

 

     Prior to
April 23, 2013
 

MissionPoint HA Parallel Fund, L.P.

     70

Jeffrey W. Eckel, Chief Executive Officer

     18

Other management and employees of the Predecessor

     12

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