0001144204-15-017510.txt : 20150320 0001144204-15-017510.hdr.sgml : 20150320 20150320153144 ACCESSION NUMBER: 0001144204-15-017510 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 31 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sentio Healthcare Properties Inc CENTRAL INDEX KEY: 0001378774 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 205721212 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53969 FILM NUMBER: 15716214 BUSINESS ADDRESS: STREET 1: 189 SOUTH ORANGE AVENUE STREET 2: SUITE 1700 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4079997679 MAIL ADDRESS: STREET 1: 189 SOUTH ORANGE AVENUE STREET 2: SUITE 1700 CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CORNERSTONE HEALTHCARE PLUS REIT, INC. DATE OF NAME CHANGE: 20100108 FORMER COMPANY: FORMER CONFORMED NAME: Cornerstone Growth & Income REIT, Inc. DATE OF NAME CHANGE: 20070503 FORMER COMPANY: FORMER CONFORMED NAME: Cornerstone Institutional Growth REIT, Inc. DATE OF NAME CHANGE: 20061019 10-K 1 v403036_10k.htm 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 10-K

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

  or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

 

Commission file number: 000-53969

 

SENTIO HEALTHCARE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)   

Maryland 20-5721212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

  189 South Orange Avenue, Suite 1700, Orlando, Florida 32801

(Address of Principal Executive Offices)

407 999 7679

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨     No   x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨     No   x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K     x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
       
Non-accelerated filer ¨   (Do not check if a smaller reporting company) Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):    Yes   ¨     No   x

 

As of June 30, 2014 (the last business day of the registrant’s second fiscal quarter), there were 11,457,401 shares of common stock held by non-affiliates of the registrant. There is no established trading market for the Registrant’s shares of common stock. On February 28, 2014, the board of directors of the registrant approved an estimated value per share of the registrant’s common stock of $11.63 per share derived from the estimated value of the registrant’s assets less the estimated value of the registrant’s liabilities, divided by the number of shares outstanding, calculated as of December 31, 2013. For a full description of the methodologies used to value the registrant's assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information.”

 

As of March 15, 2015 there were 11,480,620 common stock of Sentio Healthcare Properties, Inc. outstanding.

 

 

 

 
 

 

SENTIO HEALTHCARE PROPERTIES, INC.

(A Maryland Corporation)

 

TABLE OF CONTENTS

 

PART I
Item 1 Business 2
Item 1A Risk Factors 7
Item 1B Unresolved Staff Comments 24
Item 2 Properties 25
Item 3 Legal Proceedings 26
Item 4 Mine Safety Disclosures 26
   
PART II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27
Item 6 Selected Financial Data 30
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
Item 7A Quantitative and Qualitative Disclosures About Market Risk 43
Item 8 Financial Statements and Supplementary Data 43
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 43
Item 9A Controls and Procedures 43
Item 9B Other Information 44
   
PART III
Item 10 Directors, Executive Officers and Corporate Governance 44
Item 11 Executive Compensation 48
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50
Item 13 Certain Relationships and Related Transactions, and Director Independence 51
Item 14 Principal Accounting Fees and Services 60
   
PART IV
Item 15 Exhibits and Financial Statement Schedules 61

 

1
 

 

PART I

 

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of the risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” in Item 1A of this report. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, there can be no assurance that our expectations will be realized.

 

ITEM 1. BUSINESS

 

Our Company

 

Sentio Healthcare Properties, Inc., a Maryland corporation (the “Company”), was formed on October 16, 2006 under the General Corporation Law of Maryland for the purpose of engaging in the business of investing in and owning commercial real estate. As used in this report, the “Company”, “we”, “us” and “our” refer to Sentio Healthcare Properties, Inc. and its consolidated subsidiaries, except where context otherwise requires. We have qualified, and intend to continue to qualify, as a real estate investment trust (“REIT”) for federal tax purposes.

 

Since January 1, 2012, our business has been managed by Sentio Investments, LLC (the “Advisor”) pursuant to an advisory agreement (the “Advisory Agreement”). The Advisor is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf under the terms of the Advisory Agreement. Our Advisor has contractual and fiduciary responsibilities to us and our stockholders. Under the terms of the Advisory Agreement, our Advisor will use commercially reasonable efforts to present to us investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives adopted by our board of directors. Currently, we have no direct employees and all management and administrative personnel responsible for conducting our business are employed by our Advisor.

 

We are structured as an umbrella partnership REIT, referred to as an “UPREIT,” under which substantially all of our business is, and will be, conducted through a majority owned subsidiary, Sentio Healthcare Properties OP, L.P, a Delaware limited partnership (the “Operating Partnership”), formed on October 17, 2006. We are the sole general partner of the Operating Partnership and have control over its affairs. The Operating Partnership owns, either directly or indirectly through subsidiaries, all of our assets. We conduct substantially all of our operations through the Operating Partnership. Our financial statements and the financial statements of the Operating Partnership are consolidated in the accompanying condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.

 

On February 10, 2013, we entered into a series of agreements, which have been amended at various points after February 10, 2013, with Sentinel RE Investment Holdings LP (the “Investor”), an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) for the purpose of obtaining up to a $158.7 million of equity funding to be used to finance future investment opportunities (such investment and the related agreements, as amended, are referred to herein collectively as the “KKR Equity Commitment”). Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of up to three years, up to $158.7 million in aggregate issuance amount of preferred securities in the Company and the Operating Partnership.

 

As of December 31, 2014, we had issued and outstanding 11,472,765 shares of common stock, and 1,000 shares of 3% Senior Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”). All 1,000 shares of the Series C Preferred Stock were issued to the Investor pursuant to the KKR Equity Commitment. In addition, as of December 31, 2014 the Operating Partnership had issued and outstanding 20,000 Common Units, 1,000 Series A Preferred Units (the “Series A Preferred Units”), and 946,560 Series B Convertible Preferred Units (the “Series B Preferred Units”). As of December 31, 2014, we held all of the issued and outstanding Common Units, and all of the issued and outstanding Series A Preferred Units. All of the issued and outstanding Series B Preferred Units were issued to the Investor in connection with the KKR Equity Commitment.

 

In connection with the KKR Equity Commitment, we entered into an agreement with our Advisor and the Investor (the “Transition Agreement”) that sets forth the terms for a transition to an internal management structure for the Company. The Transition Agreement, as amended, requires that, the existing external advisory structure will remain in place upon substantially the same terms as currently in effect through February 10, 2017, upon which time the advisory function will be internalized in accordance with procedures set forth in the Transition Agreement.

 

We commenced our initial public offering of our common stock on June 20, 2008. We stopped making offers under our initial public offering on February 3, 2011 after raising gross offering proceeds of $123.9 million from the sale of approximately 12.4 million shares, including shares sold under the distribution reinvestment plan. On February 4, 2011, we commenced a follow-on offering of our common stock. We suspended primary offering sales in our follow-on offering on April 29, 2011 and completed the final sale of shares under the distribution reinvestment plan on May 10, 2011. We raised gross offering proceeds under the follow-on offering of $8.4 million from the sale of approximately 800,000 shares, including shares sold under the distribution reinvestment plan.

 

2
 

 

On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to an amended and restated distribution reinvestment plan (the “DRIP offering”). The DRIP offering shares were initially offered at a purchase price of $10.02, which was the current estimated per-share value of our common stock. Effective February 28, 2014, DRIP offering shares were offered at a purchase price of $11.63 per share, which is our most recent estimated per-share value.

 

Investment Objectives

 

Our investment objectives are to:

 

•preserve stockholder capital by acquiring and operating real estate and real estate-related investments;

 

•realize growth in the value of your investment by:

 

•purchasing stabilized, income-producing properties with the potential for capital appreciation and

  

•profiting from the purchase, development or repositioning of other properties;

 

•provide stockholders with current income from the operations of the properties we acquire (including the income from properties we develop or reposition once they are stabilized) and from the interest income from loans we originate; and

 

•evaluate options to provide long-term liquidity to our stockholders within seven years of the termination of our primary public offering after accomplishing the above objectives by:

 

•liquidating our assets,

 

•listing our shares on a national securities exchange,

 

•another liquidity event such as a merger with another company, or

 

•expanding our stock repurchase program to redeem upon stockholder request up to 10% of our prior-year outstanding shares utilizing proceeds from the sale of our properties or other sources of funds irrespective of the amount of proceeds raised under our distribution reinvestment plan.

 

We intend to invest primarily in existing leased properties as well as other properties where we believe there are opportunities to enhance cash flow and value. We may also originate development loans with unaffiliated third parties in which we have the potential to participate in the value creation or obtain an increasing interest in the property. We cannot assure you that we will attain these objectives or that our capital will not decrease. We may not change our investment policies or investment restrictions except upon approval of the independent directors committee. Decisions relating to the purchase or sale of properties or the origination of loans will be made by our Advisor, subject to approval by our board of directors.

 

We currently own nine properties through joint ventures and we may acquire additional properties through joint venture investments in the future. This is one of the ways we anticipate diversifying the portfolio of properties we own in terms of geographic region, property type and tenant industry group. Joint ventures will also allow us to acquire an interest in a property without requiring that we fund the entire purchase price. In determining whether to recommend a particular joint venture investment, our Advisor will evaluate the structure of the joint venture and the real property that the joint venture owns (or will acquire) using the same criteria for the selection of our other real estate investments.

 

Investment Strategy

 

Our independent directors committee will review our investment policies at least annually to determine whether these policies continue to be in the best interest of our stockholders, except as specifically provided otherwise under the terms of preferred stock that we issue, we may change our investment policies without stockholder approval. Our Advisor will recommend property acquisitions or loan originations to our investment committee, which will approve or reject proposed investments.

 

Our objective is to acquire a long-term stabilized portfolio of real estate properties that consists of at least 50% core properties. We may also acquire value-added and opportunistic properties and real estate related investments. We may acquire more value-added and opportunistic properties than core properties, with a view to achieving a more balanced portfolio of properties through a combination of development efforts, refinancings and subsequent acquisitions.

 

We intend for our investments in real estate assets to be concentrated in the healthcare sector. To date, our investments have been exclusively in the healthcare sector.

 

3
 

 

Healthcare real estate includes a variety of property types, including senior housing facilities, medical office buildings, hospital facilities, skilled nursing facilities, outpatient centers, and other healthcare related facilities. According to The National Coalition on Healthcare, by 2016 nearly $1 in every $5 in the U.S. will be spent on healthcare, and the aging US population is expected to continue to fuel the need for healthcare services. The over age 65 population of the United States is projected to grow 36% between 2010 and 2020, compared with 9% for the general population, according to the US Census Bureau. Presently, the healthcare real estate market is fragmented, with a local or regional focus, offering opportunities for consolidation and market dominance. We believe that a diversified portfolio of healthcare properties minimizes risks associated with third-party payors, such as Medicare and Medicaid, while also allowing us to capitalize on the favorable demographic trends described above.

 

Our Advisor believes that investment opportunities in healthcare properties are ordinarily not readily available to investors other than large institutional investors and experienced real estate operators with specialized knowledge, experience in specific geographic areas, industry expertise and established relationships with operators of these property types.

 

Although we intend to focus on acquiring and developing a portfolio of healthcare properties and real estate-related assets, we may also invest in other real estate types that we believe may assist us in meeting our investment objectives. Our charter limits our investments in unimproved real property or mortgage loans on unimproved real property to 10% of our total assets, but we are not otherwise restricted in the proportion of our portfolio that we must allocate to investment in any specific type of property. We do not expect to engage in the underwriting of securities of other issuers.

 

Acquisition Policies

 

Core Properties

 

We expect to invest in “core” institutional grade properties that are:

 

•owned and operated with a low to moderate level of permanent mortgage financing;

 

•of a high-quality and currently producing income;

 

•leased to a diversified tenant base, though we are not restricted from investing in properties occupied by a single tenant if the property meets other key investment criteria or to a single tenant/operator for certain healthcare properties;

 

•leased on terms that generally allow for annual rental increases, and

 

•operated by companies that specialize in the specific healthcare service being delivered at a specific community,

 

Value-Added Properties

 

We may acquire “value-added” properties, which include properties that are currently under construction and/or have existing building structures in need of redevelopment, re-leasing or repositioning. We may acquire properties with low occupancy rates or vacant properties when we believe our leasing or development efforts could add significant value. Our value-added properties will employ moderate to high levels of indebtedness, which will be determined on a property-by-property basis. Our long-term investment objective for investment in value-added properties is to develop and transform these properties into the same type of core property investments with lower levels of permanent mortgage indebtedness as described above.  

 

Opportunistic Properties

 

We also may acquire opportunistic properties. We define “opportunistic” properties primarily as unimproved land that we will develop. We will construct or develop the property through the use of third-parties or through developers affiliated with our Advisor. We will invest in opportunistic properties with a view of developing a core property. Similar to our value-added properties, we expect to incur a moderate to high level of indebtedness when acquiring opportunistic properties, but with the long-term goal of developing the property into a core property with a lower level of permanent mortgage indebtedness. The development of properties is subject to risks relating to a builder’s ability to control construction costs or to build in conformity with plans, specifications and timetables. We may help ensure performance by the builders of properties that are under construction at the price contracted by obtaining either a performance bond or completion bond. As an alternative to a performance bond or completion bond, we may rely upon the substantial net worth of the contractor or developer or a personal guarantee provided by a high net worth affiliate of the person entering into the construction or development contract. Our opportunistic property acquisitions will generally be located in growth areas within our target markets.

 

Target Market Criteria

 

We intend to acquire healthcare properties located in markets with strong fundamentals and strong supply and demand dynamics primarily throughout the United States. Among the most important criteria we expect to use in evaluating the markets in which we purchase properties are:

 

•historic and projected population growth;

 

•historically high levels of tenant demand for healthcare services and lower historic investment volatility for the type of property being acquired;

 

4
 

 

•markets with historic and growing numbers of qualified and affordable workforce;

 

•historic market liquidity for buying and selling of commercial real estate;

 

•stable household income and economic conditions; and

 

•sound real estate fundamentals, such as high occupancy rates and potential for increasing rental rates.

  

Leases and Tenant Improvements

 

For our investments in multi-tenant medical office buildings we expect a portion of any tenant improvements to be funded by us from the cash on hand or through borrowings. Additionally, when a tenant or resident at one of our properties vacates its space, it is likely that we will be required to expend funds for tenant improvements and refurbishments to the vacated space in order to attract new tenants. If we do not have adequate cash on hand to fund tenant improvements and refurbishments, we may use debt financing in order to fulfill our obligations under lease agreements with new tenants.

 

Mortgages, Debt Securities and Other Real Estate-Related Investments

 

Although we expect that substantially all of our acquisitions will be of the types of properties described above, we may acquire or originate other investments, including mortgages and other illiquid real estate-related securities. To the extent that our Advisor determines that it is advantageous for us to originate or acquire mortgage loans or other real estate-related investments, we will seek to obtain fixed income through the receipt of payments from these investments. If we invest in mortgages and other real estate-related investments, we do not expect that we would invest more than 20% of our long-term stabilized asset portfolio in such investments.

 

Our charter does not limit the amount that we invest in mortgage loans or other real estate-related investments and from time to time, the percentage of our assets invested in these investments may exceed 20% of our total assets. While we have no intention of becoming a mortgage REIT, we may acquire or make the following:

 

•first and second mortgages;

 

•convertible mortgages;

 

•construction loans on real estate;

 

•mortgage loan participation investments;

 

•common, preferred and convertible preferred equity securities issued by real estate companies;

 

•mezzanine and bridge loans; and

 

•other illiquid real estate-related securities.

 

Joint Ventures and Other Arrangements

 

We currently own nine properties through joint ventures and we may acquire additional properties through joint venture investments in the future, including ventures with affiliates of our Advisor. Among other reasons, we have acquired properties through joint ventures in order to diversify our portfolio of properties in terms of geographic region, property type and tenant industry group. Joint ventures also allow us to acquire an interest in a property without requiring that we fund the entire purchase price. In addition, certain properties may be available to us only through joint ventures. In determining whether to recommend a particular joint venture, our Advisor will evaluate the structure of the joint venture and the real property that such joint venture owns, or is being formed to own, under the same criteria described elsewhere in this Form 10-K. These entities may employ debt financing consistent with our borrowing policies. See “Borrowing Policies” below. They may also include ventures with developers who contribute land, development services and expertise rather than equity. We have not established the specific terms we will require in the joint venture agreements we may enter. We will establish the terms with respect to any particular joint venture agreement on a case-by-case basis.

 

We may enter into joint ventures with affiliates of our Advisor for the acquisition of properties, but only if the independent directors committee (by majority vote) approves the transaction as being fair and reasonable to us and on substantially the same terms and conditions as those received by the affiliated equity joint venturers. If such a joint venture also involves a third party that negotiated the terms of its participation on an arms-length basis, then our investment must be either on terms and conditions no worse than those received by the affiliate or on terms and conditions no worse than those received by a third-party equity joint venturer that negotiated the terms of its participation on an arms-length basis.

 

5
 

 

Borrowing Policies

 

Debt Financing

 

When we refer to debt financing, we are referring to all types of debt financing at fixed or variable interest rates or some combination of both. For our stabilized core properties, our long-term goal will be to use low to moderate levels of debt financing with leverage ranging from 50% to 65% of the value of the asset. For the value-added and opportunistic properties, our goal will be to acquire and develop or redevelop these properties using moderate to high levels of debt financing with leverage ranging from 65% to 75% of the cost of the asset. We may exceed these debt levels on an individual property basis. Once these value-added and opportunistic properties are developed, redeveloped and stabilized with tenants, we plan to reduce the levels of debt to fall within target debt ranges appropriate for core properties. While we seek to fall within the outlined targets on a portfolio basis, for any specific property we may exceed these estimates. While we do not expect to utilize debt financing in excess of 300% of our net assets (equivalent to 75% of the cost of our tangible assets), upon the vote of a majority of our independent directors, we will be able to temporarily exceed this debt limitation. It is likely that our debt financing will be secured by the underlying property, but it will not necessarily be the case each time. We may enter into interest rate protection agreements to mitigate interest rate fluctuation exposure if we believe the benefit of such contracts outweigh the costs of purchasing these instruments.

 

Other Indebtedness

 

We may also incur indebtedness for working capital requirements, tenant improvements, capital improvements, leasing commissions and, if necessary, to make distributions, including those necessary to maintain our qualification as a REIT for federal income tax purposes. We will endeavor to borrow such funds on an unsecured basis but we may secure indebtedness with properties if our independent directors committee determines that it is in our best interests.  

 

Our Advisor may also create an affiliated entity that will purchase properties using debt financing and hold them for us pending our ability to acquire the properties at a low to moderate level of indebtedness. Any properties that we purchase from the affiliated acquisition holding company will meet our core investment criteria and be approved by our independent directors committee. Our purchase price for the property would reflect the costs associated with holding the property. In no event will we acquire the property at an amount in excess of its current appraised value as determined by an independent expert selected by our independent directors not otherwise interested in the transaction.

 

Competition

 

We compete with a considerable number of other real estate companies seeking to acquire, develop and reposition commercial real estate many of which may have greater marketing and financial resources than we do. Principal factors of competition in our business are the quality of properties (including the design and condition of improvements), leasing terms (including rent and other charges and allowances for tenant improvements), attractiveness and convenience of location, the quality and breadth of tenant services provided and reputation as an owner and operator of quality properties in the relevant sector and market. Our ability to compete also depends on, among other factors, trends in the national and local economies, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.

 

We may hold interests in properties located in the same geographic locations as other entities managed by our Advisor or our Advisor’s affiliates. Our properties may face competition in these geographic regions from such other properties owned, operated or managed by other entities managed by our Advisor or our Advisor’s affiliates. Our Advisor or its affiliates may have interests that vary from those we may have in such geographic markets.

 

Government Regulation

 

We, the properties that we own, and the properties we expect to own are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Federal laws such as the National Environmental Policy Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, the Federal Clean Air Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act and the Hazard Communication Act govern such matters as wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials and the remediation of contamination associated with disposals. Some of these laws and regulations impose joint and several liabilities on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. Compliance with these laws and any new or more stringent laws or regulations may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. In addition, there are various federal, state and local fire, health, life-safety and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance.

 

Our properties may be affected by our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties. The presence of hazardous substances, or the failure to properly remediate these substances, may make it difficult or impossible to sell or rent such property.

 

The healthcare industry is highly regulated by federal, state and local licensing requirements, facility inspections, reimbursement policies, regulations concerning capital and other expenditures, certification requirements and other laws, regulations and rules. In addition, regulators require compliance with a variety of safety, health, staffing and other requirements relating to the design and conditions of the licensed facility and quality of care provided. Additional laws and regulations may be enacted or adopted that could require changes in the design of properties and certain operations of our tenants and third-party operators. The failure of any tenant or operator to comply with such laws, requirements and regulations could affect a tenant’s or operator’s ability to operate the facilities that we own.

 

6
 

 

One of our properties is a skilled nursing facility where the property operator receives most of its revenues from Medicare and Medicaid, with the balance representing private pay, including private insurance. Consequently, changes in federal, state or local reimbursement policies may also adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Skilled nursing facilities and hospitals are subject to periodic pre- and post-payment reviews and other audits by federal and state authorities. A review or audit of claims of a property operator could result in recoupments, denials or delays of payments in the future, which could have a material adverse effect on the operator’s ability to meet its obligations to us.

 

Acquisition Activity

 

At December 31, 2014, we owned or had joint venture interests in 30 properties. All of these properties are included in the properties summary as provided under “Item 2 Properties” referenced below.

 

We have acquired our properties to date with a combination of the proceeds from our public offering proceeds and from the sale of preferred securities in us and our Operating Partnership pursuant to the KKR Equity Commitment, and the proceeds of debt incurred upon the acquisition of such properties.

 

As of December 31, 2014, we operated in three reportable business segments: senior living operations, triple-net leased properties, and medical office building. Financial Information by segment is presented in Note 10 to our accompanying consolidated financial statements.

 

Employees

 

We have no employees and our executive officers are employees of our Advisor. Substantially all of our work is performed by employees of our Advisor. We are dependent on our Advisor for certain services that are essential to us, including the identification, evaluation, negotiation, purchase and disposition of properties; the oversight and management of the daily operations of our real estate portfolio; and other general and administrative responsibilities. In the event that our Advisor was unable to provide these services, we will be required to obtain such services from other sources.

 

Available Information

 

Information about us is available on our website (http://www.sentiohealthcareproperties.com). We make available, free of charge, on our Internet website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. These materials are also available at no cost in print to any person who requests it by contacting our Investor Services Department at 189 South Orange Avenue, Suite 1700, Orlando, Florida 32801; telephone (407) 999-7679. Our filings with the SEC are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may read and copy any filed document at the SEC’s public reference room in Washington, D.C. at 100 F Street, N.E., Room 1580, Washington D.C. Please call the SEC at (800) SEC-0330 for further information about the public reference rooms.

 

ITEM 1A. RISK FACTORS

 

The risks and uncertainties described below can adversely affect our business, operating results, prospects and financial condition. These risks and uncertainties could cause our actual results to differ materially from those presented in our forward looking statement.

 

General

 

Because no public trading market for our shares currently exists and all repurchases under our stock repurchase program have been suspended since March 2014, it will be difficult for our stockholders to sell their shares and, if they are able to sell their shares, it will likely be at a substantial discount to the estimated value per share. As such, our stockholders should purchase shares in our distribution reinvestment plan only if they will not need to realize the cash value of their investment for an extended period.

 

Our charter does not require our directors to seek stockholder approval to liquidate our assets by a specified date, nor does our charter require our directors to list our shares for trading on a national securities exchange by a specified date. There is no public market for our shares and we currently have no plans to list our shares on a national securities exchange. Until our shares are listed, if ever, stockholders may not sell their shares unless the buyer meets the applicable suitability and minimum purchase standards. In addition, in March 2014, we suspended all repurchases under our stock repurchase program and do not anticipate resuming any repurchases under the program. Therefore, it will be difficult for our stockholders to sell their shares promptly or at all. If a stockholder is able to sell his or her shares, it would likely be at a substantial discount to our estimated value per share. It is also likely that our shares would not be accepted as the primary collateral for a loan. Because of the illiquid nature of our shares, our stockholders should purchase shares in our distribution reinvestment plan only as a long-term investment and be prepared to hold them for an indefinite period of time.

 

7
 

 

The estimated value per share of our common stock may not reflect the value that stockholders will receive for their investment.

 

On February 28, 2014, our board of directors approved an estimated value per share of our common stock of $11.63 based on the estimated value of our assets attributable to our common stock less the estimated value of our liabilities attributable to our common stock, divided by the number of shares of common stock outstanding, all as of December 31, 2013. We provided this estimated value per share to assist broker dealers that participated in our initial and follow-on public offerings in meeting their customer account statement reporting obligations under the rules of the Financial Industry Regulatory Authority (“FINRA”).

 

FINRA rules provide no guidance on the methodology an issuer must use to determine its estimated value per share. As with any valuation methodology, our Advisor’s methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different estimated value per share, and these differences could be significant. The estimated value per share is not audited and does not represent the fair value of our assets or liabilities according to generally accepted accounting principles (“GAAP”). Accordingly, with respect to the estimated value per share, we can give no assurance that:

 

·a stockholder would be able to resell his or her shares at this estimated value;

 

·a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of the company;

 

·our shares of common stock would trade at the estimated value per share on a national securities exchange;

 

·an independent third - party appraiser or other third - party valuation firm would agree with our estimated value per share; or

 

·the methodology used to estimate our value per share would or would not be acceptable to FINRA or for compliance with Employee Retirement Income Security Act (“ERISA”) reporting requirements.

 

The value of our shares will fluctuate over time in response to developments related to individual assets in our portfolio and the management of those assets and in response to the real estate and finance markets. As such, the estimated value per share does not take into account developments in our portfolio since December 31, 2013. For a full description of the methodologies used to value our assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information.”

 

Disruptions in the financial markets and uncertain economic conditions could adversely affect our ability to secure debt financing on attractive terms and the values of the investments we make.

 

Despite improved access to capital for some companies, the capital and credit markets continue to experience volatility and disruption, and the health of the global capital markets remains a concern. The banking industry has been experiencing improved earnings, but the relatively low growth economic environment has caused the markets to question whether financial institutions are truly appropriately capitalized. The downgrade of the U.S. government debt has increased these concerns, especially for the larger, money center banks. Smaller financial institutions have continued to work with borrowers to amend and extend existing loans; however, as these loans reach maturity, there is the potential for future credit losses. 

 

We intend to rely on debt financing to finance our properties. As a result of credit market factors, we may not be able to obtain debt financing at attractive terms. As such, we may be forced to use a greater proportion of equity to finance our acquisitions, reducing the number of acquisitions we would otherwise make. If the current debt market environment persists we may modify our investment strategy in order to optimize our portfolio performance. Our options would include limiting or eliminating the use of debt and focusing on those higher yielding investments that do not require the use of leverage to meet our portfolio goals.

 

Disruptions in the financial markets and uncertain economic conditions could adversely affect the values of our investments. Instability in the capital markets may constrain equity and debt capital available for investment in real estate, resulting in fewer buyers seeking to acquire properties and possible increases in capitalization rates and lower property values. Furthermore, declining economic conditions could negatively impact real estate fundamentals and result in lower occupancy, lower rental rates and declining values in real estate that we own or may acquire. These could have the following negative effects on us:

 

•the values of our investments in properties could decrease below the amounts we paid for the investments;

 

•revenues from our properties could decrease due to lower occupancy rates, reduced rental rates and potential increases in uncollectible receivables;

 

•we may not be able to refinance our indebtedness or to obtain additional debt financing on attractive terms.

 

These factors could impair our ability to make distributions to and decrease the value of our stockholders’ investment in us.

  

We have previously identified a material weakness in our internal control over financial reporting in connection with the restatement of previously issued financial statements. Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act and effective disclosure controls and procedures could have a material adverse effect on our business.

 

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As a public company, we are required to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. Management has certified in this report that our internal controls over financial reporting and our disclosure controls and procedures were effective as of December 31, 2014. In addition, management previously certified that our internal controls over financial reporting and our disclosure controls and procedures were effective as of December 31, 2011. However, in connection the restatement of an error in our consolidated financial statements for the year ended December 31, 2011, our management subsequently determined that there was a material weakness in our internal control over financial reporting with respect to our consolidated financial statements for the year ended December 31, 2011. As a result of this determination, management concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2011. The specific material weakness was described in Part II—Item 9A, “Controls and Procedures” under “Management’s Report on Internal Control Over Financial Reporting” in our 2012 Form 10-K.

 

We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we believe that internal controls were effective. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may cause us to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we report a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example, impairing our ability to raise capital or obtaining other financing.   

 

We are dependent upon our Advisor, Sentio Investments, LLC, to conduct our operations. Any adverse changes in the financial health of our Advisor, or our relationship with our Advisor could hinder our operating performance and the return on your investment. Furthermore, if our Advisor became unable to continue in that role, we may have difficulty finding a qualified successor, and any successor advisor may not be as well suited to manage us and our portfolio.

 

We are dependent on our Advisor, Sentio Investments, LLC to manage our operations and our portfolio of real estate assets. Our Advisor has limited operating history and it will depend upon the fees and other compensation that it will receive from us in connection with the purchase, management and sale of our properties to conduct its operations. Any adverse changes in the financial condition of our Advisor or our relationship with our Advisor could hinder its ability to successfully manage our operations and our portfolio of investments. If our Advisor cannot meet its obligations as they arise, or if it is unable to provide adequate service to us as required under the terms of its agreement with us, we may have to find another Advisor. If we are required to find a new Advisor we may have difficulty doing so, and any successor advisor may not be as well suited to manage us and our portfolio. As we have no employees and are entirely dependent on our Advisor to manage our operations, these potential changes could result in a significant disruption of our business.

 

The inability of our Advisor to retain or obtain key personnel, property managers and leasing agents could delay or hinder implementation of our investment strategies, which could impair our ability to make distributions and could reduce the value of our stockholders’ investment.

 

Our success depends to a significant degree upon the contributions of John Mark Ramsey, the President and Chief Executive Officer of our Advisor. Neither we nor our Advisor have an employment agreement with Mr. Ramsey or with any of the other executive officers. If Mr. Ramsey were to cease his affiliation with our Advisor, our Advisor may be unable to find a suitable replacement, and our operating results could suffer. We believe that our future success depends, in large part, upon our Advisor’s and our facility operators’ ability to hire and retain highly skilled managerial, operational and marketing personnel. Competition for highly skilled personnel is intense, and our Advisor and any facility managers we retain may be unsuccessful in attracting and retaining such skilled personnel. If we lose or are unable to obtain the services of highly skilled personnel or facility managers, our ability to implement our investment strategies could be delayed or hindered, and the value of our stockholders’ investments may decline.

 

If we are unable to find or experience delays in finding suitable investments, we may experience a disruption of distributions and a lower rate of return to investors.

 

Our ability to achieve our investment objectives and to make distributions depends upon the performance of our Advisor in the acquisition and operation of our investments, and upon the performance of the facility managers in the management of our properties and the identification of prospective tenants. Additionally, disruptions and dislocations in the credit markets in recent years have materially impacted the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. This lack of available debt could result in a further reduction of suitable investment opportunities and create a competitive advantage to other entities that have greater financial resources than we do. We may be delayed in making investments in properties due to delays in negotiating or obtaining the necessary purchase documentation for properties or delays in locating suitable investments or other factors. We cannot be sure that our Advisor will be successful in obtaining suitable investments on financially attractive terms or that our investment objectives will be achieved. We may also make other real estate investments, such as investments in public and private real estate companies which own real estate properties and make real estate investments. We will hold uninvested funds in an interest-bearing account or invest the proceeds in short-term, investment-grade securities. We expect the rates of return on these short-term investments to be substantially less than the returns we make on real estate investments. If we are unable to invest in properties or other real estate investments for an extended period of time, distributions to our stockholders may be delayed and may be lower and the value of our stockholders’ investment could be reduced.  

 

9
 

 

If we are limited in the number and type of investments we may make, then the value of our stockholders’ investment in us will fluctuate with the performance of the specific properties we acquire.

 

If we are unable to secure new capital, we will be limited in the investments we may make resulting in less diversification in terms of the number of investments owned and the geographic regions in which our investments are located. In that case, the likelihood that any single property’s performance would materially reduce our overall profitability will increase. We are not limited in the number or size of our investments or the percentage of net proceeds we may dedicate to a single investment. In addition, any inability to secure new capital would increase our fixed operating expenses as a percentage of gross income, and our net income and the distributions we make to stockholders would be reduced.

 

We may be restricted in our ability to obtain additional capital from the KKR Equity Commitment.

 

As of March 15, 2015, the Investor owns 48.9% of the partnership interest of the Operating Partnership. In order to issue additional Series B Preferred Units to the Investor we need to obtain lender consents approving a “change-of-control” transaction. Although we are currently pursuing receipt of such lender consents, we cannot predict when, if ever, such consents will be received. If we are unable to obtain such lender consents, the Investor will have no obligation to purchase additional Series B Preferred Units under the KKR Equity Commitment and we will need to restructure the KKR Equity Commitment to retain access to the full amount of capital committed by the Investor. If we are unable to successfully restructure the KKR Equity Commitment we will not be able to fund future investments with capital from the KKR Equity Commitment. 

 

The cash distributions our stockholders receive may be less frequent or lower in amount than expected.

 

We currently expect to make distributions to our stockholders quarterly. All expenses we incur in our operations are deducted from cash funds generated by operations prior to computing the amount of cash available to be paid as distributions to our stockholders. Our directors will determine the amount and timing of distributions. Our directors will consider all relevant factors, including the amount of cash available for distribution, capital expenditure and reserve requirements and general operational requirements. We cannot determine with certainty that sufficient cash will be available to make distributions to our stockholders. We may borrow funds, return capital or sell assets to make distributions. With limited prior operations, we cannot predict the amount of distributions our stockholders may receive. We may be unable to pay or maintain cash distributions or increase distributions over time, and we may need to cease distributions to stockholders.

  

A limit on the percentage of our securities a person may own may discourage a takeover or business combination, which could prevent our stockholders from realizing a premium price for their stock.

 

In order for us to qualify as a REIT, no more than 50% of our outstanding stock may be beneficially owned, directly or indirectly, by five or fewer individuals (including certain types of entities) at any time during the last half of each taxable year beginning after our first taxable year. To assure that we do not fail to qualify as a REIT under this test, our charter restricts direct or indirect ownership by one person or entity to no more than 9.8% in number of shares or value, whichever is more restrictive, of the outstanding shares of any class or series of our stock unless exempted by our board of directors. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to our stockholders.

 

Our charter permits our board of directors to issue stock or securities convertible or exchangeable into equity securities, with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.

 

Our board of directors may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock. Our board of directors could authorize the issuance of preferred stock or securities convertible or exchangeable into equity securities, with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock and convertible or exchangeable securities could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.

 

Our stockholders will have limited control over changes in our policies and operations, which increases the uncertainty and risks of an investment in us.

 

Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the common stockholders. Under Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks of an investment on us.

 

10
 

 

We may change our targeted investments without stockholder consent.

 

We may make adjustments to our target portfolio based on real estate market conditions and investment opportunities, and we may change our targeted investments and investment guidelines at any time without the consent of our common stockholders, which could result in our making investments that are different from, and possibly riskier than, the investments described in our prospectus. A change in our targeted investments or investment guidelines may increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could adversely affect the value of our common stock and our ability to make distributions to our stockholders.  

 

A stockholder’s interest in us may be diluted if we issue additional stock.

 

Our common stockholders do not have preemptive rights to any stock we issue in the future. Therefore, in the event that we (1) sell stock in the future, including stock issued pursuant to our distribution reinvestment plan, (2) sell securities that are convertible into stock, (3) issue stock in a private offering, (4) issue stock upon the exercise of the options granted to our independent directors, employees of our Advisor or others, or (5) issue stock to sellers of properties acquired by us in connection with an exchange of limited partnership interests in the Operating Partnership, holders of our common stock will experience dilution of their percentage ownership in us. Depending on the terms of such transactions, most notably the price per share, which may be less than the price paid per share in our public offerings, and the value of our properties, holders of our common stock might also experience a dilution in the book value per share of their stock.

 

A stockholder’s interest in us may be diluted if we issue additional units in our operating partnership.

 

Holders of common units of the Operating Partnership will receive distributions per unit in the same amount as the distributions we pay per share to our stockholders and will generally have the right to exchange their units of the Operating Partnership for shares of our common stock. In connection with the KKR Equity Commitment we have issued preferred units in the Operating Partnership with terms and conditions that have priority as to distributions and amounts payable upon liquidation over common units and we may issue additional preferred units in the future. The holders of such preferred units will be entitled to receive distributions in preference to our stockholders. In the event we issue additional units in the Operating Partnership, investors holding our common stock will experience potential dilution in their percentage ownership interest in us. Depending on the terms of such transactions, holders of our common stock might also experience a dilution in the book value per share of their stock.

 

Although we are not currently afforded the protection of the Maryland General Corporation Law relating to business combinations our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.

 

Under Maryland law, “business combinations” between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, by officers or by directors who are employees of the corporation, are not entitled to vote on the matter. Should our board opt into these provisions of Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law could provide similar anti-takeover protection.

 

Our stockholder’s and our rights to recover claims against our independent directors are limited, which could reduce our stockholders’ and our recovery against our independent directors if they negligently cause us to incur losses.

 

Our charter provides that no independent director shall be liable to us or our stockholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful misconduct. As a result, our stockholders and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce our stockholders’ and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees and agents) in some cases, which would decrease the cash otherwise available for distributions to our stockholders.

 

If we are unable to obtain funding for future capital needs, cash distributions to our stockholders could be reduced and the value of our investments could decline.

 

If we need additional capital in the future to improve or maintain our properties or for any other reason, we will have to obtain financing from other sources, such as cash flow from operations, borrowings, property sales or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both.

 

11
 

 

Our Advisor does not have as strong an economic incentive to avoid losses as do sponsors who have made significant equity investments in the companies they sponsor.  

 

Our Advisor has not made an equity investment in us. Therefore, our Advisor has little exposure to losses in the value of our stock. Without this exposure, our investors may be at a greater risk of loss because our Advisor does not have as much to lose from a decrease in the value of our stock as do those sponsors who make more significant equity investments in the companies they sponsor.

 

If we do not successfully implement our long-term liquidity strategy, our stockholders may have to hold their investment for an indefinite period.

 

Although we presently intend to provide long-term liquidity to our stockholders within seven years of the termination of our primary public offering, our charter does not require our board of directors to pursue such a liquidity event. Our board of directors will review our long-term liquidity strategy annually and a majority of our independent directors may decide to amend or suspend the strategy if it is deemed to be in the best interest of our stockholders to do so. Market conditions and other factors could cause us to delay the commencement of a liquidity event beyond 2018. If our board of directors does elect to pursue a liquidity strategy, we would be under no obligation to conclude the process within a set time. The timing of a listing of our shares on a national securities exchange, the sale of assets or other liquidity event will depend on real estate and financial markets, economic conditions in the areas in which properties are located, and federal income tax effects on stockholders, that may prevail in the future. If our board of directors were to adopt a plan of liquidation, we cannot guarantee that we would be able to liquidate all assets. After adoption of a plan of liquidation, we would remain in existence until all properties and assets are liquidated. If we do not pursue a liquidity event, or delay such an event due to market conditions, our stockholders’ shares may continue to be illiquid and they may, for an indefinite period of time, be unable to convert their investment to cash easily and could suffer losses on their investment.

 

If we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs associated with being self-managed.

 

In connection with the KKR Equity Commitment, we have entered into an agreement (the “Transition Agreement”) with our Advisor and the Investor that sets forth the terms for a transition to an internal management structure for the Company. The Transition Agreement, as amended, requires that the existing external advisory structure will remain in place upon substantially the same terms as currently in effect until February 10, 2017, upon which time the advisory function will be internalized in accordance with procedures set forth in the Transition Agreement. If we internalize in accordance with the terms of the Transition Agreement, we would no longer bear the costs of the various fees we expect to pay to our Advisor under the Advisory Agreement. However, our direct expenses would include general and administrative costs, including legal, accounting and other expenses related to corporate governance and SEC reporting and compliance. We would also incur the compensation and benefits costs of our officers and other employees and consultants that we now expect to be paid by our Advisor. In addition, we may issue equity awards to officers, employees and consultants, which awards would decrease net income and funds from operations and may dilute your investment. We cannot currently estimate the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to our Advisor, our net income per share and funds from operations per share would be lower as a result of the internalization than it otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders and the value of our shares.

 

As currently organized, we will not directly employ any employees. If we, in accordance with the Transition Agreement, internalize our operations, we would employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances. Nothing in our charter prohibits us from entering into the transaction described above.

 

If we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity. We could fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs and/or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management’s attention could be diverted from effectively managing our portfolio of investments.  

 

Our equity commitment transaction with KKR dilutes the interests of our common shareholders and grants important rights to KKR.

 

On October 18, 2013, the first purchase of securities was completed by KKR pursuant to the Securities Purchase Agreement dated as of February 10, 2013, and amended at various times thereafter, between us, our Operating Partnership, and the Investor. Under the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates from time to time over a period of up to three years, up to $158.7 million in aggregate issuance amount of preferred securities in the Company and the Operating Partnership.

 

In connection with the put exercises under the KKR Equity Commitment through December 31, 2014, the Investor has acquired 1,000 shares of Series C Preferred Stock and 946,560 Series B Preferred Units for an aggregate purchase price of $94.8 million. After giving effect to these transactions, on an as-converted basis, the Investor owns 45% of the partnership interest of the Operating Partnership.

 

The KKR Equity Commitment and the transactions contemplated thereby will likely result in a change of control of the Company. Based on the capitalization of the Company as of December 31, 2014 if the maximum amount of $158.7 million is drawn by us under the KKR Equity Commitment, then KKR would hold 57.9% of our voting capital stock as well as the same percentage of our as-converted common stock by virtue of their combined interests in the Series C Preferred Stock and Series B Preferred Units.

 

12
 

 

Disclosure concerning the terms, rights and conditions of the Series C Preferred Stock and the Series B Preferred Units, the transfer and registration thereof and the other provisions of the KKR Equity Commitment are described in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 12, 2013, December 30, 2014 and January 22, 2015. There can be no assurance that the interests of KKR are aligned with that of our other stockholders. Investor interests can differ from each other and from other corporate interests and it is possible that this significant stockholder with a stake in corporate management may have interests that differ from us and those of other stockholders.

 

Risks Related to Conflicts of Interest

 

Our Advisor and its affiliates, including our officers, one of whom is also a director, may face conflicts of interest caused by compensation arrangements with us and other sponsored programs, which could result in actions that are not in the long-term best interests of our stockholders.

 

Our Advisor will receive substantial fees from us that are partially tied to the performance of our stockholders’ investment. These fees could influence our Advisor’s advice to us, as well as the judgment of our officers, one of whom is also a director. Among other matters, the compensation arrangements could affect their judgment with respect to:

 

•the continuation, renewal or enforcement of our Advisory Agreement with the Advisor;

 

•public offerings of equity by us, which would likely entitle the Advisor to increased acquisition and asset-management fees;

 

•sales of properties and other investments (including, subject to the approval of our conflicts committee, sales to affiliates), which may entitle the Advisor to disposition fees and reduce asset management fees;

 

•acquisitions of properties and other investments, which entitle the Advisor to acquisition and asset-management fees, and, in the case of acquisitions of investments from other Advisor-sponsored programs, might entitle the Advisor to disposition fees and possible subordinated incentive fees in connection with its services for the seller;

 

•borrowings to acquire properties and other investments, which borrowings will increase the acquisition and asset-management fees payable to the Advisor;

 

•whether and when we seek to list our common stock on a national securities exchange, which listing could entitle our Advisor to a success-based listing fee; and

 

•whether and when we seek to sell the company or its assets, which sale could entitle our Advisor to success-based fees.

 

Our Advisor will face conflicts of interest relating to the purchase and leasing of properties, and such conflicts may not be resolved in our favor, which could limit our investment opportunities, impair our ability to make distributions and reduce the value of our stockholders’ investments in us.

 

We rely on our Advisor to identify suitable investment opportunities. Our agreement with our Advisor does not restrict our Advisor from sponsoring or providing advisory services to other programs. Therefore, we may be buying properties at the same time as other entities that are affiliated with or sponsored by our Advisor. Other programs sponsored by our Advisor or its affiliates may also rely on our Advisor for investment opportunities. Many investment opportunities would be suitable for us as well as other programs. Our Advisor could direct attractive investment opportunities or tenants to other entities. Such events could result in our investing in properties that provide less attractive returns, thus reducing the level of distributions which we may be able to pay to stockholders and the value of their investments in us.

 

We may purchase properties from persons with whom our Advisor or its affiliates have prior business relationships and our Advisor’s interest in preserving its relationship with these persons could result in us paying a higher price for the properties than we would otherwise pay.

 

We may have the opportunity to purchase properties from third parties, including affiliates of our directors who have prior business relationships with our Advisor or its affiliates. If we purchase properties from such third parties, our Advisor may experience a conflict between our interests and its interest in preserving any ongoing business relationship with these sellers.

 

Our Advisor will face conflicts of interest relating to joint ventures that we may form with affiliates of our Advisor, which conflicts could result in a disproportionate benefit to the other venture partners at our expense.

 

We may enter into joint venture agreements with third parties (including entities that are affiliated with our Advisor or our independent directors) for the acquisition or improvement of properties. Our Advisor may have conflicts of interest in determining which program should enter into any particular joint venture agreement. The co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. In addition, our Advisor may face a conflict in structuring the terms of the relationship between our interests and the interest of the affiliated co-venturer and in managing the joint venture. Since our Advisor and its affiliates will control both the affiliated co-venturer and, to a certain extent, us, agreements and transactions between the co-venturers with respect to any such joint venture will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. Co-venturers may thus benefit to our and our stockholders’ detriment.

 

13
 

 

Our Advisor and its affiliates receive fees and other compensation based upon our property acquisitions, the property we own and the sale of our properties and therefore our Advisor and its affiliates may make recommendations to us that we buy, hold or sell property in order to increase their compensation. Our Advisor will have considerable discretion with respect to the terms and timing of our acquisition, disposition and leasing transactions.

 

Our Advisor receives commissions, fees and other compensation based upon our investments. Therefore, our Advisor may recommend that we purchase properties that generate fees for our Advisor, but are not necessarily the most suitable investment for our portfolio. In some instances our Advisor may benefit by us retaining ownership of our assets, while our stockholders may be better served by sale or disposition. In other instances they may benefit by us selling the properties which may entitle our Advisor to disposition fees and possible success-based sales fees. In addition, our Advisor’s ability to receive asset management fees and reimbursements depends on our continued investment in properties and in other assets which generate fees to them. Therefore, the interest of our Advisor in receiving fees may conflict with our interests.

 

If the competing demands for the time of our Advisor and our officers result in them spending insufficient time on our business, we may miss investment opportunities or have less efficient operations, which could reduce our profitability and result in lower distributions to our stockholders.

 

We do not have any employees. We rely on the employees of our Advisor for the day-to-day operation of our business. The amount of time that our Advisor spends on our business will vary from time to time and is expected to be more while we are raising money and acquiring properties. Our Advisor, including our officers, may have interests in other programs and may engage in other business activities. As a result, they may face conflicts of interest in allocating their time between us and other programs and activities in which they are involved. During times of intense activity in other programs and ventures, they may devote less time and fewer resources to our business than are necessary or appropriate to manage our business. We expect that as our real estate activities expand, our Advisor will attempt to hire additional employees who would devote substantially all of their time to our business. There is no assurance that our Advisor will devote adequate time to our business. If our Advisor suffers or is distracted by adverse financial or operational problems in connection with its operations unrelated to us, it may allocate less time and resources to our operations. If any of these things occur, the returns on our investments, our ability to make distributions to stockholders and the value of their investments in us may suffer.

 

Our officers, one of whom is also a director, face conflicts of interest related to the positions they hold with our, which could hinder our ability to successfully implement our business strategy and to generate returns to our stockholders.

 

Our officers, one of whom is also a director, are also officers of our Advisor. As a result, they owe fiduciary duties to the entity’s members, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to this other entity could result in actions or inactions that are detrimental to our business, which could harm the implementation of our business strategy and our investment, property management and leasing opportunities. If we do not successfully implement our business strategy, we may be unable to generate cash needed to make distributions our stockholders and to maintain or increase the value of our assets.

 

General Risks Related to Investments in Real Estate and Real-Estate Related Investments

 

Economic and regulatory changes that impact the real estate market may reduce our net income and the value of our properties.

 

By owning our stock, stockholders are subjected to the risks associated with owning real estate. The performance of an investment in us is subject to, among other things, risks related to the ownership and operation of real estate, including but not limited to:

 

•worsening general or local economic conditions and financial markets could cause lower demand, tenant defaults, and reduced occupancy and rental rates, some or all of which would cause an overall decrease in revenue from rents;

 

•increases in competing properties in an area which could require increased concessions to tenants and reduced rental rates;

 

•increases in interest rates or unavailability of permanent mortgage funds which may render the sale of a property difficult or unattractive; and

 

•changes in laws and government regulations, including those governing real estate usage, zoning and taxes.

 

Some or all of the foregoing factors may affect our properties, which would reduce our net income, and our ability to make distributions to our stockholders.

 

A concentration of our investments in the healthcare sector may leave our profitability vulnerable to a downturn or slowdown in the sector.

 

We expect to concentrate our investments in the healthcare sector. As a result, we will be subject to risks inherent in investments in a single type of property. If our investments are substantially in the healthcare sector, then the potential effects on our revenues, and as a result, on cash available for distribution to our stockholders, resulting from a downturn or slowdown in the healthcare sector could be more pronounced than if we had more fully diversified our investments.

 

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Competition with third parties for properties and other investments may result in our paying higher prices for properties which could reduce our profitability and the return on investment.

 

We compete with many other entities engaged in real estate investment activities, including individuals, corporations, banks, insurance companies, other REITs, and real estate limited partnerships, many of which have greater resources than we do. Some of these investors may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. Any such increase would result in increased demand for these assets and increased prices. If competitive pressures cause us to pay higher prices for properties, our ultimate profitability may be reduced and the value of our properties may not appreciate or may decrease significantly below the amount paid for such properties. At the time we elect to dispose of one or more of our properties, we will be in competition with sellers of similar properties to locate suitable purchasers, which may result in us receiving lower proceeds from the disposal or result in us not being able to dispose of the property due to the lack of an acceptable return. This may cause our stockholders to experience a lower return on their investments in us.  

 

The healthcare properties we own may derive a substantial portion of their income from third-party payors.

 

Most of our healthcare facilities will be directly affected by risks associated with the healthcare industry. Some of our lessees will derive a substantial portion of their net operating revenues from third-party payors, including the Medicare and Medicaid programs. These programs are highly regulated by federal, state and local laws, rules and regulations and are subject to frequent and substantial change. There are no assurances that payments from governmental payors will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement under these programs.

 

Failure to comply with government regulations could adversely affect our healthcare tenants and operators.

 

The healthcare industry is highly regulated by federal, state and local licensing requirements, facility inspections, reimbursement policies, regulations concerning capital and other expenditures, certification requirements and other laws, regulations and rules. In addition, regulators require compliance with a variety of safety, health, staffing and other requirements relating to the design and conditions of the licensed facility and quality of care provided. Additional laws and regulations may be enacted or adopted that could require changes in the design of properties and certain operations of our tenants and third-party operators. The failure of any tenant or operator to comply with such laws, requirements and regulations could affect a tenant’s or operator’s ability to operate the facilities that we own.

 

In some states, advocacy groups have been created to monitor the quality of care at health care facilities, and these groups have brought litigation against operators. Additionally, in some instances, private litigation by patients has succeeded in winning large demand awards for alleged abuses. The effect of this litigation and potential litigation has increased the costs of monitoring and reporting quality of care compliance incurred by our tenants. In addition, the cost of liability and medical malpractice insurance has increased and may continue to increase as long as the present litigation environment affecting the operations of health care facilities continues. Continued cost increases could cause our tenants to be unable to pay their lease payments, decreasing our cash flow available for distribution.

 

Our tenants may be affected by the financial deterioration, insolvency and/or bankruptcy of other significant operators in the healthcare industry.

 

Certain companies in the healthcare industry, including some key senior housing operators, none of which are currently our tenants, are experiencing considerable financial, legal and/or regulatory difficulties which have resulted or may result in financial deterioration and, in some cases, insolvency and/or bankruptcy. The adverse effects on these companies could have a significant impact on the industry as a whole, including but not limited to negative public perception by investors, lenders and consumers. As a result, our tenants could experience the damaging financial effects of a weakened industry driven by negative industry headlines, ultimately making them unable to meet their obligations to us, and our business could be adversely affected.

 

We may be unable to complete development and re-development projects on advantageous terms.

 

As part of our investment plan, we intend to develop new and re-develop existing properties. Such activities involve significant risks that could adversely affect our financial condition, results of operations, cash flow and ability to make distributions on our common stock, which include:

 

•we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;

 

•we may not be able to obtain financing for development projects on favorable terms and complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties and generating cash flow; and

 

•the properties may perform below anticipated levels, producing cash flow below budgeted amounts and limiting our ability to sell such properties to third parties or affiliates.

  

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Newly developed and acquired properties may not produce the cash flow that we expect, which could adversely affect our overall financial performance.

 

We intend to acquire and develop real estate properties. In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. If our estimated return on investment proves to be inaccurate, it may fail to perform as we expected. With certain properties we plan to acquire, our business plan contemplates repositioning or redeveloping that property with the goal of increasing its cash flow, value or both. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals. Additionally, we may acquire new properties not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is more fully leased. If one or more of these new properties do not perform as expected or we are unable to successfully integrate new properties into our existing operations, our financial performance and our ability to make distributions may be adversely affected.

 

Reduced occupancy levels could reduce our revenues from rents and our distributions to our stockholders and cause the value of our stockholders’ investment in us to decline.

 

The success of our investments depends upon the occupancy levels, rental income and operating expenses of our properties and our company. In the event of tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord and may incur costs in protecting our investment and re-leasing our property. In the event of tenant default or bankruptcy, or lease termination or expiration, we may be unable to re-lease the property for the rent previously received. We may be unable to sell a property with low occupancy without incurring a loss. These events and others could cause us to reduce the amount of distributions we make to stockholders and the value of our stockholders’ investment in us to decline.

 

Rising expenses at both the property and the company level could reduce our net income and our cash available for distribution to stockholders.

 

Our properties are subject to operating risks common to real estate in general, any or all of which may reduce our net income. If any property is not substantially occupied or if rents are being paid in an amount that is insufficient to cover operating expenses, we could be required to expend funds with respect to that property for operating expenses. The properties are subject to increases in tax rates, utility costs, operating expenses, insurance costs, repairs and maintenance and administrative expenses. If we are unable to lease properties on a basis requiring the tenants to pay such expenses, we would be required to pay some or all of those costs which would reduce our income and cash available for distribution to stockholders.

 

Costs incurred in complying with governmental laws and regulations may reduce our net income and the cash available for distributions.

 

Our company and the properties we own are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Federal laws such as the National Environmental Policy Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, the Federal Clean Air Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act and the Hazard Communication Act govern such matters as wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials and the remediation of contamination associated with disposals. The properties we own and those we expect to acquire are subject to the Americans with Disabilities Act of 1990 which generally requires that certain types of buildings and services be made accessible and available to people with disabilities. These laws may require us to make modifications to our properties. Some of these laws and regulations impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. Compliance with these laws and any new or more stringent laws or regulations may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. In addition, there are various federal, state and local fire, health, life-safety and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance.

 

Our properties may be affected by our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties. The presence of hazardous substances, or the failure to properly remediate these substances, may make it difficult or impossible to sell or rent such property. Any material expenditures, fines, or damages we must pay will reduce our ability to make distributions and may reduce the value of our stockholders’ investments in us.  

 

Discovery of environmentally hazardous conditions may reduce our cash available for distribution to our stockholders.

 

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost to remove or remediate hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials into the air. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could be substantial and reduce our ability to make distributions and the value of our stockholders’ investments in us.

 

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Any uninsured losses or high insurance premiums will reduce our net income and the amount of our cash distributions to stockholders.

 

Our Advisor will attempt to obtain adequate insurance to cover significant areas of risk to us as a company and to our properties. However, there are types of losses at the property level, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, which are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured damaged property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to stockholders.

 

We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sale to our stockholders may be limited.

 

Equity real estate investments are relatively illiquid. Therefore, we will have a limited ability to vary our portfolio in response to changes in economic or other conditions. In addition, the liquidity of real estate investments has been further reduced by the recent turmoil in the capital markets, which has constrained equity and debt capital available for investment in commercial real estate, resulting in fewer buyers seeking to acquire commercial properties and consequent reductions in property values. As a result of these factors we will also have a limited ability to sell assets in order to fund working capital and similar capital needs. When we sell any of our properties, we may not realize a gain on such sale. We may not elect to distribute any proceeds from the sale of properties to our stockholders; for example, we may use such proceeds to:

 

•purchase additional properties;

 

•repay debt, if any;

 

•buy out interests of any co-venturers or other partners in any joint venture to which we are a party;

 

•create working capital reserves; or

 

•make repairs, maintenance, tenant improvements or other capital improvements or expenditures to our remaining properties.

 

Our ability to sell our properties may also be limited by our need to avoid a 100% penalty tax that is imposed on gain recognized by a REIT from the sale of property characterized as dealer property. In order to ensure that we avoid such characterization, we may be required to hold our properties for a minimum period of time, generally two years, and comply with certain other requirements in the Internal Revenue Code.

 

Real estate market conditions at the time we decide to dispose of a property may be unfavorable which could reduce the price we receive for a property and lower the return on our stockholders’ investments in us.

 

We intend to hold the properties in which we invest until we determine that selling or otherwise disposing of properties would help us to achieve our investment objectives. General economic conditions, availability of financing, interest rates and other factors, including supply and demand, all of which are beyond our control, affect the real estate market. We may be unable to sell a property for the price, on the terms, or within the time frame we want. Accordingly, the gain or loss on our stockholders’ investments in us could be affected by fluctuating market conditions.

 

As part of otherwise attractive portfolios of properties, we may acquire some properties with existing lock-out provisions, which may inhibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties.

 

Loan provisions could materially restrict us from selling or otherwise disposing of or refinancing properties. These provisions would affect our ability to turn our investments into cash and thus affect cash available for distributions to our stockholders. Loan provisions may prohibit us from reducing the outstanding indebtedness with respect to properties, refinancing such indebtedness on a non-recourse basis at maturity, or increasing the amount of indebtedness with respect to such properties.

 

Loan provisions could impair our ability to take actions that would otherwise be in the best interests of our stockholders and, therefore, may have an adverse impact on the value of our stock, relative to the value that would result if the loan provisions did not exist. In particular, loan provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control even though that disposition or change in control might be in the best interests of our stockholders.

 

If we sell properties by providing financing to purchasers of our properties, distribution of net sales proceeds to our stockholders would be delayed and defaults by the purchasers could reduce our cash available for distribution to stockholders.

 

If we provide financing to purchasers, we will bear the risk that the purchaser may default. Purchaser defaults could reduce our cash distributions to our stockholders. Even in the absence of a purchaser default, the distribution of the proceeds of sales to our stockholders, or their reinvestment in other assets, will be delayed until the promissory notes or other property we may accept upon a sale are actually paid, sold, refinanced or otherwise disposed of or completion of foreclosure proceedings.

  

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Actions of our joint venture partners could subject us to liabilities in excess of those contemplated or prevent us from taking actions which are in the best interests of our stockholders which could result in lower investment returns to our stockholders.

 

We have entered into joint ventures with other third parties to acquire or improve properties, and we may do so in the future. We may also purchase properties in partnerships, co-tenancies or other co-ownership arrangements. Such investments may involve risks not otherwise present when acquiring real estate directly, including, for example:

 

•joint venturers may share certain approval rights over major decisions;

 

•a co-venturer, co-owner or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in the joint venture or the timing of termination or liquidation of the joint venture;

 

•the possibility that our co-venturer, co-owner or partner in an investment might become insolvent or bankrupt;

 

•the possibility that we may incur liabilities as a result of an action taken by our co-venturer, co-owner or partner;

 

• a co-venturer, co-owner or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT;

 

•disputes between us and our co-venturers may result in litigation or arbitration that would increase our expenses and prevent its officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable joint venture to additional risk; or

 

•under certain joint venture arrangements, neither joint venture partner may have the power to control the venture, and an impasse could be reached which might have a negative influence on the joint venture.

 

These events might subject us to liabilities in excess of those contemplated and thus reduce our stockholders’ investment returns. If we have a right of first refusal or buy/sell right to buy out a co-venturer, co-owner or partner, we may be unable to finance such a buy-out if it becomes exercisable or we may be required to purchase such interest at a time when it would not otherwise be in our best interest to do so. If our interest is subject to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to elect to purchase an interest of a co-venturer subject to the buy/sell right, in which case we may be forced to sell our interest as the result of the exercise of such right when we would otherwise prefer to keep our interest. Finally, we may not be able to sell our interest in a joint venture if we desire to exit the venture.

 

If we originate or invest in mortgage loans as part of our plan to acquire the underlying property, our mortgage loans may be affected by unfavorable real estate market conditions, including interest rate fluctuations, which could decrease the value of those loans and the return on our stockholders’ investments in us.

 

If we originate or invest in mortgage loans, we will be at risk of defaults by the borrowers on those mortgage loans as well as interest rate risks. To the extent we incur delays in liquidating such defaulted mortgage loans, we may not be able to obtain sufficient proceeds to repay all amounts due to us under the mortgage loan. Further, we will not know whether the values of the properties securing the mortgage loans will remain at the levels existing on the dates of origination of those mortgage loans. If the values of the underlying properties fall, our risk will increase because of the lower value of the security associated with such loans. In addition, interest rate fluctuations could reduce our returns as compared to market interest rates and reduce the value of the mortgage loans in the event we sell them.

 

Construction loans involve a high risk of loss if we are unsuccessful in raising the unfunded portion of the loan or if a borrower otherwise fails to complete the construction of a project.

 

We have originated a construction loan. If we are unsuccessful in raising the unfunded portion of a construction loan, there could be adverse consequences associated with the loan, including a loss of the value of the property securing the loan if the construction is not completed and the borrower is unable to raise funds to complete it from other sources; a borrower claim against us for failure to perform under the loan documents; increased costs to the borrower that the borrower is unable to pay; a bankruptcy filing by the borrower; and abandonment by the borrower of the collateral for the loan. Further, other non-cash flowing assets such as land loans and pre-development loans may fail to qualify for construction financing and may need to be liquidated based on the “as-is” value as opposed to a valuation based on the ability to construct certain real property improvements. The occurrence of such events may have a negative impact on our results of operations.

 

Risks of cost overruns and non-completion of the construction or development of the properties underlying loans we originate or acquire may materially and adversely affect our investment.

 

The development, renovation, or refurbishment by a borrower under a mortgaged or leveraged property involves risks of cost overruns and non-completion. Costs of construction to bring a property up to standards established for the market position intended for that property may exceed original estimates, possibly making a project uneconomical. Other risks may include environmental risks and the possibility of construction, rehabilitation and subsequent leasing of the property not being completed on schedule. If such construction or renovation is not completed in a timely manner, or if it costs more than expected, the borrower may experience a prolonged impairment of net operating income and may not be able to make payments on our investment.

 

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Investments in real estate-related securities may be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

 

If we invest in certain real estate-related securities that we may purchase in connection with privately negotiated transactions, they will not be registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. As a result, our ability to vary our long-term stabilized portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine and bridge loans we may purchase will be particularly illiquid investments due to their short life. Moreover, in the event of a borrower’s default on an illiquid real estate security, the unsuitability for securitization and potential lack of recovery of our investment could pose serious risks of loss to our investment portfolio.

 

Delays in restructuring or liquidating non-performing real estate-related securities could reduce the return on our stockholders’ investment.

 

If we invest in real estate-related securities, they may become non-performing after acquisition for a wide variety of reasons. Such non-performing real estate investments may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial write-down of such loan or asset. However, even if a restructuring is successfully accomplished, upon maturity of such real estate security, replacement “takeout” financing may not be available. We may find it necessary or desirable to foreclose on some of the collateral securing one or more of our investments. Intercreditor provisions may substantially interfere with our ability to do so. Even if foreclosure is an option, the foreclosure process can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses, including, without limitation, lender liability claims and defenses, in an effort to prolong the foreclosure action. In some states, foreclosure actions can take up to several years or more to litigate. At any time during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may result in disrupting ongoing leasing and management of the property. Foreclosure actions by senior lenders may substantially affect the amount that we may receive from an investment.

 

Our stockholders’ investment return may be reduced if we are required to register as an investment company under the Investment Company Act; if we or our subsidiaries become an unregistered investment company, we could not continue our business.

 

Neither we nor any of our subsidiaries intend to register as investment companies under the Investment Company Act. If we or our subsidiaries were obligated to register as investment companies, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

 

•limitations on capital structure;

 

•restrictions on specified investments;

 

•prohibitions on transactions with affiliates; and

 

•compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

 

Under the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:

 

•is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or

 

•is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40% test”). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

 

We believe that we and our Operating Partnership satisfy both exceptions above. With respect to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority-owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of investment company under Section 3(c)(1) or Section 3(c)(7).

 

With respect to the primarily engaged test, we and our Operating Partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.

 

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We believe that most of the subsidiaries of our Operating Partnership will be able to rely on Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. (Any other subsidiaries of our Operating Partnership should be able to rely on the exceptions for private investment companies pursuant to Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.) As reflected in no-action letters, the SEC staff’s position on Section 3(c) (5)(C) generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate,” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets, which we refer to as miscellaneous assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on no-action letters. We expect that each of the subsidiaries of our Operating Partnership relying on Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, and approximately an additional 25% of its assets in other types of real estate-related assets. We expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of assets to determine which assets are qualifying real estate assets and real estate-related assets.

 

To maintain compliance with the Investment Company Act, our subsidiaries may be unable to sell assets we would otherwise want them to sell and may need to sell assets we would otherwise wish them to retain. In addition, our subsidiaries may have to acquire additional assets that they might not otherwise have acquired or may have to forego opportunities to make investments that we would otherwise want them to make and would be important to our investment strategy. Moreover, the SEC or its staff may issue interpretations with respect to various types of assets that are contrary to our views and current SEC staff interpretations are subject to change, which increases the risk of non-compliance and the risk that we may be forced to make adverse changes to our portfolio. In this regard, we note that in 2011 the SEC issued a concept release indicating that the SEC and its staff were reviewing interpretive issues relating to Section 3(c)(5)(C) and soliciting views on the application of Section 3(c)(5)(C) to companies engaged in the business of acquiring mortgages and mortgage-related instruments. If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement and a court could appoint a receiver to take control of us and liquidate our business.

 

Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exception from the definition of an investment company under the Investment Company Act.

 

If the market value or income potential of our qualifying real estate assets changes as compared to the market value or income potential of our non-qualifying assets, or if the market value or income potential of our assets that are considered “real estate-related assets” under the Investment Company Act or REIT qualification tests changes as compared to the market value or income potential of our assets that are not considered “real estate-related assets” under the Investment Company Act or REIT qualification tests, whether as a result of increased interest rates, prepayment rates or other factors, we may need to modify our investment portfolio in order to maintain our REIT qualification or exception from the definition of an investment company. If the decline in asset values or income occurs quickly, this may be especially difficult, if not impossible, to accomplish. This difficulty may be exacerbated by the illiquid nature of many of the assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.

 

Risks Associated with Debt Financing

 

We will use debt financing to acquire properties and otherwise incur other indebtedness, which will increase our expenses and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.

 

We have and expect to continue to acquire properties using debt financing. We intend to incur indebtedness up to 300% of our net assets (equivalent to 75% of the cost of our tangible assets), but upon a vote of the majority of our independent directors we may exceed this level of indebtedness. We may borrow funds for working capital requirements, tenant improvements, capital improvements, and leasing commissions. We may also borrow funds to make distributions including but not limited to funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income (excluding net capital gains) to our stockholders. We may also borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes or to avoid taxation on undistributed income or gain. To the extent we borrow funds; we may raise additional equity capital or sell properties to pay such debt.

 

If there is a shortfall between the cash flow from a property and the cash flow needed to service acquisition financing on that property, then the amount available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of our stockholders’ investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, the value of our stockholders’ investments in us will be reduced. Liquidity in the global credit markets has been significantly contracted by market disruptions during the past two years, making it costly to obtain new debt financing, when debt financing is available at all. To the extent that market conditions prevent us from obtaining temporary acquisition financing on financially attractive terms, our ability to make suitable investments in commercial real estate could be delayed or limited. If we are unable to invest equity proceeds in suitable real estate investments for an extended period of time, distributions to our stockholders may be suspended and may be lower and the value of investments in our shares could be reduced.

  

20
 

 

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

 

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage, or replace our Advisor. These or other limitations may limit our flexibility and prevent us from achieving our operating plans.

 

Non-compliance with the financial covenants included in the documents evidencing our outstanding debt obligations may result in the lender imposing additional restrictions on our operations or constitute an event of default under such documents. Such events would harm our financial condition, results of operations and the return on our stockholders’ investment in us.

 

The documents evidencing our outstanding debt obligations typically include restrictive financial covenants, including that specified loan-to-value and debt service coverage ratios be maintained with respect to our financed properties before we can exercise certain rights under the documents relating to such properties. A breach of the financial covenants in these documents may result in the lender imposing additional restrictions on our operations, such as our ability to incur additional debt, or may allow the lender to impose cash traps with respect to cash flow from the property securing the loan. In addition, such a breach may constitute an event of default and the lender could require us to repay the debt immediately. If we fail to make such repayment in a timely manner, the lender may be entitled to take possession of any property securing the loan.

 

As of December 31, 2014, the average occupancy level at our Woodbury Mews property was below the minimum required under the financial covenants in our loan documents, violating a covenant of this loan. The lender has waived compliance with this covenant for the quarter ended December 31, 2014, but we can provide no assurances that the lender will continue to waive compliance with this covenant in future quarters. Any such violation constitutes an event of default under the loan agreement, and if we do not secure a waiver of this covenant in future quarters in which the property does not satisfy the minimum occupancy level, the lender could, in its discretion, declare the loan to be immediately due and payable, take possession of the Woodbury Mews property, enforce the Company’s guarantee of up to 25% of the loan balance, or exercise other remedies available to it under law. In addition, an event of default under the loan would increase the interest rate charged under the loan and adversely affect our ability to exercise the third extension option available under the loan upon its expiration in October 2015. Any of these actions would have an adverse effect on our financial condition, results of operations and the return on our stockholders’ investment in us.

 

High levels of debt or increases in interest rates could increase the amount of our loan payments, reduce the cash available for distribution to stockholders and subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.

 

Our policies do not limit us from incurring debt. High debt levels would cause us to incur higher interest charges, would result in higher debt service payments, and could be accompanied by restrictive covenants. Interest we pay could reduce cash available for distribution to stockholders. Additionally, if we incur variable rate debt, increases in interest rates would increase our interest costs, which would reduce our cash flows and our ability to make distributions to our stockholders. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments and could result in a loss.  

 

High mortgage rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our cash flows from operations and the amount of cash distributions we can make

 

If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the debt becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our income could be reduced. We may be unable to refinance properties. If any of these events occurs, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to you and may hinder our ability to raise capital by issuing more stock or borrowing more money.

 

Federal Income Tax Risks

 

Failure to qualify as a REIT would subject us to federal income tax, which would reduce the cash available for distribution to you.

 

We expect to operate in a manner that will allow us to continue to qualify as a REIT for federal income tax purposes. However, the federal income tax laws governing REITs are extremely complex, and interpretations of the federal income tax laws governing qualification as a REIT are limited. Qualifying as a REIT requires us to meet various tests regarding the nature of our assets and our income, the ownership of our outstanding stock, and the amount of our distributions on an ongoing basis. While we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, including the tax treatment of certain investments we may make, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year. If we fail to qualify as a REIT in any calendar year and we do not qualify for certain statutory relief provisions, we would be required to pay federal income tax on our taxable income. We might need to borrow money or sell assets to pay that tax. Our payment of income tax would decrease the amount of our income available for distribution to you. Furthermore, if we fail to maintain our qualification as a REIT and we do not qualify for certain statutory relief provisions, we no longer would be required to distribute substantially all of our REIT taxable income to our stockholders. Unless our failure to qualify as a REIT were excused under federal tax laws, we would be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost.

 

Even if we qualify as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to our stockholders.

 

Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes on our income or property. For example:

 

•In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders (which is determined without regard to the dividends-paid deduction or net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed income.

 

•We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

 

•If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may avoid the 100% tax on gain from a resale of that property, but the income from the sale or operation of that property may be subject to corporate income tax at the highest applicable rate.

 

•If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax unless such sale were made by one of our taxable REIT subsidiaries.

 

We intend to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code.

 

21
 

 

To maintain our REIT status, we may be forced to forego otherwise attractive opportunities, which may delay or hinder our ability to meet our investment objectives and reduce the overall return to our stockholders.  

 

To qualify as a REIT, we must satisfy certain tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits and the value of our stockholders’ investments in us.

 

If we borrow money to meet the REIT minimum distribution requirement or for other working capital needs, our expenses will increase, our net income will be reduced by the amount of interest we pay on the money we borrow and we will be obligated to repay the money we borrow from future earnings or by selling assets, which will decrease future distributions to stockholders.

 

To qualify as a REIT, we generally must distribute annually to our stockholders a minimum of 90% of our taxable income, excluding capital gains. We will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income each year. Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributions paid (or deemed paid) by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to redeem our shares generally are not taken into account for purposes of these distribution requirements. If we do not have sufficient cash to make distributions necessary to preserve our REIT status for any year or to avoid taxation, we may be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales. We may decide to borrow funds in order to meet the REIT minimum distribution requirements even if our management believes that the then prevailing market conditions generally are not favorable for such borrowings or that such borrowings would not be advisable in the absence of such tax considerations. Distributions made in excess of our net income will generally constitute a return of capital to stockholders.

 

If we were to pay a “preferential dividend” to certain stockholders, our status as a REIT could be adversely affected.

 

In order to qualify as a REIT, we must distribute to our stockholders at least 90% of our annual REIT taxable income (excluding net capital gain), determined without regard to the deduction for dividends paid. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distribution must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is pro rata among all outstanding shares of stock within a particular class, and in accordance with the preferences among different classes of stock as set forth in our organizational documents. There is no de minimis exception with respect to preferential dividends; therefore, if the Internal Revenue Service were to take the position that we paid a preferential dividend, we may be deemed to have failed the 90% distribution test, and our status as a REIT could be terminated for the year in which such determination is made if we were unable to cure such failure.

 

If the Operating Partnership is classified as a “publicly-traded partnership” under the Internal Revenue Code, it could be subjected to tax on its income and the amount of distributions we make to our stockholders will be less.

 

We structured the Operating Partnership so that it would be classified as a partnership for federal income tax purposes. In this regard, the Internal Revenue Code generally classifies “publicly traded partnerships” (as defined in Section 7704 of the Internal Revenue Code) as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income. In order to minimize the risk that the Internal Revenue Code would classify the Operating Partnership as a “publicly traded partnership” for tax purposes, we placed certain restrictions on the transfer and/or redemption of partnership units in our operating partnership. If the Internal Revenue Service were to assert successfully that the Operating Partnership is a “publicly traded partnership,” and substantially all of the Operating Partnership’s gross income did not consist of the specified types of passive income, the Internal Revenue Code would treat our Operating Partnership as an association taxable as a corporation. In such event, the character of our assets and items of gross income would change and would likely prevent us from qualifying and maintaining our status as a REIT. In addition, the imposition of a corporate tax on our Operating Partnership would reduce the amount of cash distributable to us from our Operating Partnership and therefore would reduce our amount of cash available to make distributions to our stockholders.

 

The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of securitizing mortgage loans that would be treated as sales for federal income tax purposes.

 

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of assets, other than foreclosure property, deemed held primarily for sale to customers in the ordinary course of business. We might be subject to this tax if we were to dispose of or securitize loans in a manner that was treated as a sale of the loans for federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans at the REIT level, and may limit the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be beneficial to us.

 

It may be possible to reduce the impact of the prohibited transaction tax by conducting certain activities through taxable REIT subsidiaries. However, to the extent that we engage in such activities through taxable REIT subsidiaries, the income associated with such activities may be subject to full corporate income tax.

  

22
 

 

Dividends payable by REITs do not qualify for the reduced tax rates.

 

The maximum tax rate for dividends payable to domestic stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for this rate. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

 

Distributions to tax-exempt investors may be classified as unrelated business taxable income and tax-exempt investors would be required to pay tax on the unrelated business taxable income and to file income tax returns.

 

Neither ordinary nor capital gain distributions with respect to our common stock nor gain from the sale of stock should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

 

•under certain circumstances, 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 our stock is predominately held by qualified employee pension trusts, such that we are a “pension-held” REIT (which we do not expect to be the case);

 

•part of the income and gain recognized by a tax exempt investor with respect to our stock would constitute unrelated business taxable income if such investor incurs debt in order to acquire the common stock; and

 

•part or all of the income or gain recognized with respect to our stock held by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17), or (20) of the Code may be treated as unrelated business taxable income.

 

Foreign investors may be subject to FIRPTA tax on the sale of our stock if we are unable to qualify as a “domestically controlled” REIT.

 

A foreign person disposing of a U.S. real property interest, including stock of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to a tax, known as the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) tax, on the gain recognized on the disposition. Distributions that are attributable to gains from the disposition of US real property interests by a REIT are subject to FIRPTA tax for foreign investors as though they were engaged in a trade or business and the distribution constitutes income which is effectively connected with such a business. Such FIRPTA tax does not apply, if the REIT is “domestically controlled.” A REIT is “domestically controlled” if less than 50% of the REIT’s capital stock, by value, has been owned directly or indirectly by persons who are not qualifying U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence.

 

We cannot be sure that we will qualify as a “domestically controlled” REIT. If we were to fail to so qualify, gain realized by foreign investors on a sale of our stock would be subject to FIRPTA tax, unless our stock were traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 5% of the value of our outstanding common stock.

 

Retirement Plan Risks

 

If the fiduciary of an employee benefit plan subject to ERISA (such as a profit sharing, Section 401(k) or pension plan) or an owner of a retirement arrangement subject to Section 4975 of the Internal Revenue Code (such as an individual retirement account (“IRA”)) fails to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock, the fiduciary could be subject to penalties and other sanctions.

 

There are special considerations that apply to employee benefit plans subject to the ERISA (such as profit sharing, Section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA) that are investing in our shares. Fiduciaries and IRA owners investing the assets of such a plan or account in our common stock should satisfy themselves that:

 

•the investment is consistent with their fiduciary and other obligations under ERISA and the Internal Revenue Code;

 

•the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;

 

•the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;

 

•the investment in our shares, for which no public market currently exists, is consistent with the liquidity needs of the plan or IRA;

 

•the investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA; and

 

•the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

 

23
 

 

With respect to the annual valuation requirements described above, we will provide an estimated value for our shares. We can make no claim whether such estimated value will or will not satisfy the applicable annual valuation requirements under ERISA and the Internal Revenue Code. The Department of Labor or the Internal Revenue Service may determine that a plan fiduciary or an IRA custodian is required to take further steps to determine the value of our common stock. In the absence of an appropriate determination of value, a plan fiduciary or an IRA custodian may be subject to damages, penalties or other sanctions.

 

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal penalties and could subject the fiduciary to claims for damages or for equitable remedies, including liability for investment losses. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary or IRA owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. In addition, the investment transaction must be undone. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified as a tax-exempt account and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA owners should consult with counsel before making an investment in our common stock.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None  

 

24
 

 

ITEM 2. PROPERTIES

 

As of December 31, 2014, our portfolio consisted of 30 healthcare facilities. The following table provides summary information regarding our facilities.

 

Property Name  Location  Property Type  Percentage
Equity
Ownership		   Date
Acquired		  Gross
Square Feet		   Purchase 
Price		   Approximate
Occupancy		 

Senior Living Operations

Caruth Haven Court  Highland Park, TX  Assisted-Living Facility   100%  1/22/2009   74,647   $20,500,000    91%
The Oaks Bradenton  Bradenton, FL  Assisted-Living Facility   100%  5/1/2009   18,172    4,500,000    100%
GreenTree at Westwood  Columbus, IN  Assisted-Living Facility   100%  12/30/2009   50,249    5,150,000    100%
Oakleaf Village Portfolio         80%  4/30/2010        27,000,000      
Oakleaf Village at Lexington  Lexington, SC  Assisted-Living Facility           67,000         93%
Oakleaf Village at Greenville  Greenville, SC  Assisted-Living Facility           65,000         71%
Terrace at Mountain Creek  Chattanooga, TN  Assisted-Living Facility   100%  9/3/2010   109,643    8,500,000    90%
Carriage Court of Hilliard  Hilliard, OH  Assisted-Living Facility   100%  12/22/2010   69,184    17,500,000    89%
River’s Edge of Yardley  Yardley, PA  Assisted-Living Facility   100%  12/22/2010   26,146    4,500,000    100%
Forestview Manor  Meredith, NH  Assisted-Living Facility   100%  1/14/2011   34,270    10,750,000    95%
Woodland Terrace at the Oaks  Allentown, PA  Assisted-Living Facility   100%  4/14/2011   50,400    9,000,000    98%
Amber Glen  Urbana, IL  Assisted-Living Facility   80%  8/31/2012   31,250    13,622,000    89%
Mill Creek  Springfield, IL  Assisted-Living Facility   80%  8/31/2012   31,635    12,356,000    97%
Hudson Creek  Bryan, TX  Assisted-Living Facility   80%  8/31/2012   36,813    11,546,000    74%
Sugar Creek  Normal, IL  Assisted-Living Facility   80%  8/31/2012   31,090    11,963,000    98%
Woodbury Mews Portfolio  Woodbury, NJ  Assisted-Living and Independent-Living Facility   100%  10/21/2013   198,557    38,126,000    80%
Standish Village  Dorchester, MA  Assisted-Living Facility   95%  12/6/2013   76,340    15,550,000    94%
Compass on the Bay  Boston, MA  Assisted-Living Facility   95%  4/4/2014   28,725    11,700,000    97%
Live Oaks Village of Hammond  Hammond, LA  Assisted-Living Facility   100%  11/14/2014   34,800    6,985,000    94%
Live Oaks Village of Slidell  Slidell, LA  Assisted-Living Facility   100%  11/14/2014   32,270    5,715,000    89%
Spring Village at Wildewood  California, MD  Assisted-Living Facility   100%  11/24/2014   30,781    9,650,000    56%
Gables of Hudson  Hudson, OH  Assisted-Living Facility   100%  12/18/2014   84,984    16,750,000    67%
Sumter Place  The Villages, FL  Assisted-Living Facility   100%  12/31/2014   138,191    48,500,000    69% 
Buffalo Crossing  The Villages, FL  Assisted-Living Facility - Under Development   25%  1/28/2014   -    (1)    - 
The Parkway  Blue Springs, MO  Assisted-Living Facility - Under Development   65%  10/2/2014   -    (1)    - 

Triple Net Leased

Mesa Vista Inn Health Center  San Antonio, TX  Skilled Nursing Facility   100%  12/31/2009   55,525    13,000,000    100%
Global Rehab Inpatient Rehab Facility  Dallas, TX  Inpatient Rehabilitation Facility   100%  8/19/2010   40,828    14,800,000    100%
Rome LTACH Project  Rome, GA  Long-Term Acute Care Hospital   100%  1/12/2010   52,944    18,900,000    100%
St. Andrews Village  Aurora, CO  Assisted-Living Facility   100%  8/20/2014   346,649    42,500,000    100%

Medical Office Building

Hedgcoxe Health Plaza  Plano, TX  Medical Office Building   100%  12/22/2010   32,109    9,094,000    100%
Physicians Center MOB  Bryan, TX  Medical Office Building   72%  4/2/2012   114,583    (1)    69%
Total                 1,962,785   $ 408,157,000      

 

(1)This investment is accounted for on the equity method and discussed further in Note 6 to our Consolidated Financial Statements included in this report.

  

The following table shows tenant lease expirations related to the Company’s medical office building and triple net segments for the next ten years:

 

       Expiration Year(1) 
Segment  Total   2015   2016   2017   2018   2019   2020   2021   2022   2023   2024   Thereafter 
Medical Office:                                                            
Tenant Leases   7    2    1    1     -    3    -    -    -     -     -     - 
Base Rent   914,000    311,000    49,000    55,000     -   499,000    -    -    -     -     -     - 
% of segment base rent   100%   34%   5%   6%   0%   55%   0%   0%   0%   0%   0%   0%
                                                             
Triple Net Lease:                                                            
Properties   4    -    -    -     -    -     -    -    -     -     3    1 
Base Rent   10,958,000    -    -    -     -   -      -    -    -     -     8,392,000    2,566,000 
% of segment base rent   100%   0%   0%   0%   0%   0%   0%   0%   0%   0%   77%   23%
                                                             
Total:                                                            
Base Rent   11,872,000    311,000    49,000    55,000    -    499,000    -    -    -    -    8,392,000    2,566,000 
% of total base rent   100%   3%   0%   0%   0%   4%   0%   0%   0%   0%   71%   22%

 

(1)This table excludes the Company’s Senior Living segment given that these properties represent month-to-month leases. The leases that expire in 2015 in the medical office building and triple net leased segments represents less than one percent of the Company’s consolidated revenues for the year ended December 31, 2014.

 

The weighted average annual effective rent for the senior living segment for the year ended December 31, 2014 is $65,179 per unit, based on total revenue per unit.

 

The weighted average annual effective rent for the medical office building and triple net segments for the year ended December 31, 2014 is $26.68 and $29.13 per square foot, based on total revenue per square foot.

 

25
 

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time in the ordinary course of business, we may become subject to legal proceeding, claims, or disputes. As of the date hereof, we are not a party to any pending legal proceedings.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable

 

26
 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information  

 

During the period covered by this report, there was no established public trading market for our shares of common stock.

 

On February 28, 2014, our Board of Directors approved an estimated per-share value of our common stock equal to $11.63 per share, calculated as of December 31, 2013.

 

In arriving at this estimate, our overall objective was to determine an estimated per-share value that is supported by a methodology and assumptions that are appropriate and that employ procedures and calculations that can be reliably repeated in future periods. In furtherance of this objective, we engaged HealthTrust, LLC (“HealthTrust”), an independent third-party commercial real estate valuation firm, to appraise all of our real estate assets. Our board of directors, including all of the independent directors, reviewed the qualifications of HealthTrust to appraise our real estate portfolio and determined that HealthTrust possesses the experience and professional competence necessary to be relied upon as experts with respect to the valuation of our real estate assets. The compensation we pay to HealthTrust is based on the scope of the work requested and not on the appraised values of our real estate assets.

 

HealthTrust’s analyses, opinions, and conclusions were developed in conformity with the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute and in conformity with the Uniform Standards of Professional Appraisal Practice. They appraised each of our real estate assets individually, collecting all reasonably available material information deemed relevant in appraising our real estate properties, including property-level historical and projected operating revenues and expenses provided by our Advisor. Each appraisal was reviewed, approved and signed by an individual with the professional designation of Member of the Appraisal Institute.

 

Our board of directors also considered the qualifications of the Advisor, including its professional staff, and determined that the Advisor possesses the experience and professional competence necessary to be relied upon as an expert with respect to the valuation of our assets and liabilities and the shares of our common stock. Our Advisor prepared a report that recommended an estimated per-share value based on the appraisals prepared by HealthTrust and its own estimates of valuation with respect to our debt and non-real estate assets and liabilities. Our board of directors reviewed the report prepared by our Advisor, which recommended an estimated per-share value, and considered all information provided in light of its own knowledge regarding our assets and liabilities and unanimously agreed upon an estimated value of $11.63 per share, which is consistent with the recommendations of our Advisor and the independent appraisals.

 

Our estimated per-share value was calculated by aggregating the appraised value of our individual real estate assets and the estimated fair value of our other assets, subtracting the estimated fair value of our liabilities, including preferred investor liquidation preferences, adjusting the valuations for interests in joint ventures on selected assets, and dividing the total by the number of our common shares outstanding.

 

The following table summarizes the material components of the estimated net asset value per share for 2013 and 2012. Our estimated aggregate share value below is the same as our net asset value. It does not reflect any portfolio premium.

 

   December 31, 
2013		   December 31,
2012		 
Real estate assets  $28.08(1)  $21.96(1)
Debt   (14.76)(2)   (12.54)(2)
Liquidation preference of preferred interests   (1.74)(3)   -(3)
Non real-estate assets and liabilities   0.05(4)   0.60(4)
Estimated net asset value per-share   11.63   $10.02 
Estimated enterprise value premium   None assumed    None assumed 
Total estimated per-share value  $11.63   $10.02 
Common shares outstanding   12,608,534    12,807,673 

 

The estimated per-share value at December 31, 2013 and 2012 was determined using a methodology that follows the recommendations of the Investment Program Association, a trade association for non-listed direct investments (the “IPA”) outlined in the IPA Practice Guideline 2013-01 titled Valuations of Publicly Registered Non-Listed REITs, which was adopted in May 2013.

 

(1)Our real estate assets were appraised as of November 30, 2013 and September 30, 2012, for the December 31, 2013 and 2012 valuations, respectively, using valuation methods that we believe are typically used by investors for properties similar to ours, including capitalization of the property net operating income, comparison with sales of similar properties and a cost approach. We do not believe that there have been any material changes in the value of our real estate assets between the appraisal dates and the respective valuation dates. In determining the appraised value of our real estate assets, HealthTrust placed primary emphasis on a direct capitalization analysis, with the other approaches used principally to confirm the reasonableness of the value conclusion and to value assets in lease up. Using this methodology, the appraised value of our real estate assets reflects an overall increase from original purchase price, exclusive of acquisition costs, plus post-acquisition capital investments, of 26.0%.

 

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The key assumptions used by HealthTrust to value our real estate assets are as follow:

 

Capitalization Rates  Range  Median 
Senior Housing Properties  7.5% - 8.5%   8.0%
Medical Office Buildings  8.1% - 9.2%   8.6%
Net Leased Properties  8.0% - 10.7%   8.5%

 

We believe that the assumptions employed in the property appraisals are reasonable and within the ranges used for properties similar to ours and held by investors with similar expectations to our investors. However, a change in the assumptions utilized by the independent appraisers would impact the calculation of the value of our real estate assets. For example, assuming all other factors remain unchanged, a change in the assumed capitalization rate by 0.50% would yield a change in our net asset value ranging from an increase of approximately $1.29 per share to a decrease of approximately $1.14 per share. Based upon the property net operating income for our properties as estimated by the independent appraisers, the aggregate appraised value of the portfolio was $354.0 million at December 31, 2013 and $281.3 million at December 31, 2012.

 

(2)The fair value of our debt instruments was estimated using discounted cash flow models, which incorporate assumptions that we believe reflect the terms currently available on similar borrowing arrangements to borrowers with credit profiles similar to ours. Borrowing arrangements considered in determining appropriate discount rates include loan term, lender criteria and property characteristics.

 

(3)The liquidation preference of preferred interests reflects the payments that would be due to our Series C Preferred Stock holder and the Series B Convertible Preferred Unit holder at December 31, 2013, as determined in accordance with the terms of the governing documents.

 

(4)The fair value of our non-real estate assets and liabilities is estimated at December 31, 2013 and December 31, 2012 to reflect book value given their typically short-term (less than 1 year) settlement periods. Such adjustment also includes the effect of ownership of certain of our properties by joint venture partners and the amount that would be paid to our Advisor as a promote in accordance with IPA Practice Guidelines.

 

Our estimated per-share value of $11.63 as of December 31, 2013 has been positively affected by the performance of our portfolio as well as the overall strength of healthcare real estate market dynamics. We previously reported estimated per-share valuations of $11.63 (as of December 31, 2013) and $10.02 (as of December 31, 2012) on Current Reports on Form 8-K dated February 14, 2013 and December 22, 2011, respectively.

 

Limitations and Risks

 

As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete (see the footnotes to the table above). The above estimated per-share value does not reflect costs that would be incurred in connection with the sale of individual properties, or the premium, if any, that could result for a sale of the entire portfolio and related costs of such a disposition including payments to our Advisor.  Different parties with different assumptions and estimates could derive a different estimated per-share value. Accordingly, with respect to our estimated per-share value, we can provide no assurance that:

 

·a stockholder would be able to realize this estimated value per share upon attempting to resell his or her shares;
·we would be able to achieve, for our stockholders, the estimated value per share, upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio, or merging with another company; or
·the estimated share value or the methodologies relied upon to estimate the share value, will be found by any regulatory authority to comply with FINRA, ERISA, or any other regulatory requirements.

 

Furthermore, the estimated value of our shares was calculated as of a particular point in time. The value of our shares will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities, and attributes specific to the properties within our portfolio.

 

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Stock Repurchase Program

 

In 2007, we adopted a stock repurchase program for investors who had held their shares for at least one year. Under our stock repurchase program, the repurchase price varied depending on the purchase price paid by the stockholder and the number of years the shares are held. Our board of directors may amend, suspend or terminate the program at any time with 30 days prior notice to stockholders. We have no obligation to repurchase our stockholders’ shares. In 2009, our board of directors waived the one-year holding period in the event of the death of a stockholder and adjusted the repurchase price to 100% of such stockholder’s purchase price irrespective of how long the stockholder held the shares.

 

Our stock repurchase program has been suspended since May 29, 2011 for all repurchases, except repurchases due to death of a stockholder. On March 31, 2014, we informed our stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests received prior to March 31, 2014 due to death. Thereafter no shares will be repurchased until the repurchase program is reinstated.

 

During the twelve months ended December 31, 2014, we redeemed shares pursuant to our stock repurchase program as follows:

 

Period  Total Number of
Shares
Redeemed		   Average
Price Paid
per Share		   Approximate Dollar Value
of Shares Available that
may Yet to be
Repurchased under the
Program
First quarter 2014   6,000   $11.63   (1)
Second quarter 2014   43,962    11.63   (1)
Third quarter 2014   -    -   (1)
Fourth quarter 2014   -    -   (1)
    49,962         

  

(1)With respect to redemptions requested within one year of the death of a stockholder, we may, but will not be obligated to, redeem shares even if such redemption causes the number of shares redeemed to exceed 5% of the number of shares outstanding at the end of the prior calendar year.

 

Our board of directors reserves the right in its sole discretion at any time and from time to time, upon 30 days prior notice to our stockholders, to amend, reinstate or terminate our stock repurchase program.

 

Stockholders

 

As of March 15, 2015, we had approximately 11.5 million shares of common stock outstanding held by 3,275 stockholders of record.

 

Distributions

 

In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our shareholders each taxable year equal to at least 90% of our net ordinary taxable income. Until proceeds from our equity issuances are invested and generating operating cash flow sufficient to make distributions to stockholders, we may pay all or a substantial portion of our distributions from equity proceeds or from borrowings in anticipation of future cash flow. Our board generally declares distributions on a quarterly basis, which are paid on a quarterly basis. Quarterly distributions are paid based on daily record dates so our investor will be entitled to be paid distributions beginning on the day that they purchase shares.

 

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During the years ended December 31, 2014 and 2013, we paid distributions, including any distributions reinvested, aggregating approximately $5.8 million and $6.2 million, respectively to our stockholders. From October 16, 2006 (date of inception) to December 31, 2014, distributions declared were approximately $30.8 million. Of this amount, $5.6 million has been reinvested through our distribution reinvestment plan and $23.7 million has been paid in cash to stockholders. Since inception, we have experienced a cumulative positive cash flow from operations of approximately $23.6 million. Accordingly, from our inception to date, our total distributions have exceeded our cash flows from operations.

 

The following table shows the distributions declared on daily record dates for each day during the period from January 1, 2013 through December 31, 2014, aggregated by quarter.

 

   Distributions Declared(1)   Distributions Paid   Cash Flows from Operations   Net Income 
Period  Cash   Reinvested   Total         
First quarter 2013  $1,493,000   $-   $1,493,000   $1,533,000   $2,643,000   $511,000 
Second quarter 2013   1,585,000    -    1,585,000    1,493,000    2,522,000    519,000 
Third quarter 2013   1,544,000    52,000    1,596,000    1,585,000    2,413,000    2,747,000 
Fourth quarter 2013   1,528,000    61,000    1,589,000    1,544,000    1,313,000    (1,323,000)
   $6,150,000   $113,000   $6,263,000   $6,155,000   $8,891,000   $2,454,000 
                               
First quarter 2014  $1,486,000   $69,000   $1,555,000   $1,528,000   $3,652,000   $(91,000)
Second quarter 2014   1,452,000    88,000    1,540,000    1,486,000    2,852,000    (167,000)
Third quarter 2014   1,354,000    91,000    1,445,000    1,452,000    3,602,000    310,000 
Fourth quarter 2014   1,354,000    91,000    1,445,000    1,354,000    3,091,000    435,000 
   $5,646,000   $339,000   $5,985,000   $5,820,000   $13,197,000   $487,000 

 

(1)Distributions are declared based on daily record dates and paid quarterly.

  

Our board of directors declared distributions for daily record dates occurring in the first quarter of 2013 in amounts per share that, if declared and paid each day for a 365-day period, would equate to an annualized rate of $.475 per share (4.75% based on share price of $10.00). Commencing with the declaration of distribution for daily record dates occurring in the second quarter of 2013 and thereafter, our board of directors has declared distributions in amounts per share that, if declared and paid each day for a 365-day period, would equate to an annualized rate of $.50 per share (5.00% based on share price of $10.00). 

 

The declaration of distributions is at the discretion of our board of directors and our board will determine the amount of distributions on a regular basis. The amount of distributions will depend on our funds from operations, financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and other factors our board of directors deems relevant. We may amend or terminate the distribution reinvestment plan for any reason at any time upon 10 days prior written notice to participants.

 

Recent Sales of Unregistered Securities

 

Information regarding sales of unregistered securities during the period covered by this report has been previously disclosed in the Company’s current Reports on Form 8-K filed with the SEC on April 8, 2014, June 20, 2014, August 19, 2014, November 20, 2014, December 19, 2014 and January 6, 2015.

 

Equity Compensation Plans

 

Information about securities authorized for issuance under our equity compensation plans required for this item is included in Part III, Item 12 herein.

 

ITEM 6.             SELECTED FINANCIAL DATA

 

The following should be read with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto.

 

   December 31, 2014   December 31, 2013   December 31, 2012   December 31, 2011   December 31, 2010 
Balance Sheet Data:                         
Total assets  $433,834,000   $276,842,000   $231,230,000   $173,085,000   $158,955,000 
Investments in real estate, net   369,069,000    235,219,000    189,736,000    127,827,000    114,642,000 
Notes payable, net   276,476,000    181,645,000    145,364,000    85,978,000    72,204,000 
Stockholders’ equity   142,705,000    86,245,000    77,909,000    80,859,000    81,691,000 

 

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   December 31, 2014   December 31, 2013   December 31, 2012   December 31, 2011   December 31, 2010 
Operating Data:                         
Revenues  $81,565,000   $61,855,000   $48,633,000   $39,845,000   $17,822,000 
Property operating and maintenance  $50,841,000   $37,710,000   $29,941,000   $25,317,000   $11,133,000 
General and administrative expense  $1,321,000   $1,597,000   $1,783,000   $3,668,000   $2,396,000 
Net income (loss)  $487,000   $2,454,000   $(810,000)  $(5,393,000)  $(6,471,000)
Noncontrolling interest  $3,153,000   $566,000   $72,000   $(61,000)  $(152,000)
Net (loss) income attributable to common stockholders  $(2,666,000)  $1,888,000   $(882,000)  $(5,332,000)  $(6,319,000)
Net (loss) income per common share attributable to common stockholders - basic and diluted   (0.22)  $0.15   $(0.07)  $(0.42)  $(0.89)
Dividends declared   5,985,000    6,263,000    3,940,000    6,343,000    6,111,000 
Dividends per common share (1)  $0.49   $0.49   $0.31   $0.50   $0.75 
Weighted average number of shares outstanding - basic and diluted   12,242,324    12,734,907    12,871,670    12,704,733    7,090,146 
Other Data:                         
Cash flows provided by (used in) operating activities  $13,197,000   $8,891,000   $6,049,000   $2,842,000   $(3,100,000)
Cash flows used in investing activities  $(141,711,000)  $(50,223,000)  $(21,070,000)  $(21,700,000)  $(57,822,000)
Cash flows provided by financing activities  $142,286,000   $41,617,000   $8,556,000   $17,112,000   $75,740,000 

 

(1)Dividend per common share is calculated based on days outstanding during the year.

 

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our consolidated financial statements and notes appearing elsewhere in this Form 10-K. See also “Special Note about Forward Looking Statements” preceding Item 1 of this report.

 

Overview

 

We were incorporated on October 16, 2006 for the purpose of engaging in the business of investing in and owning commercial real estate. We intend to invest primarily in investment real estate including health care properties and other real estate related assets located in markets in the United States.

 

Since January 1, 2012, our business has been managed by our Advisor pursuant to the Advisory Agreement. The Advisor is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf under the terms of the Advisory Agreement. Our Advisor has contractual and fiduciary responsibilities to us and our stockholders. Under the terms of the Advisory Agreement, our Advisor will use commercially reasonable efforts to present to us investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives adopted by our board of directors.

 

On February 10, 2013, we entered into a series of agreements, which have been amended at various points after February 10, 2013, with the Investor for the purpose of obtaining up to $158.7 million of equity funding to be used to finance future real estate investments (such investments and the related agreements are referred to herein collectively as “the KKR Equity Commitment”). Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of up to three years, up to $158.7 million in aggregate issuance amount of preferred securities in the Company and the Operating Partnership.

 

As of December 31, 2014, we had issued and outstanding 11,472,765 shares of common stock, and 1,000 shares of Series C Preferred Stock. All 1,000 shares of the Series C Preferred Stock were issued to the Investor pursuant to the KKR Equity Commitment. In addition, as of December 31, 2014 the Operating Partnership had issued and outstanding 20,000 Common Units, 1,000 Series A Preferred Units, and 946,560 Series B Preferred Units.

 

In connection with the KKR Equity Commitment, we entered into the Transition Agreement with our Advisor and the Investor which sets forth the terms for a transition to an internal management structure for the Company. The Transition Agreement, as amended, requires that the existing external advisory structure will remain in place upon substantially the same terms as currently in effect until February 10, 2017, upon which time the advisory function will be internalized in accordance with procedures set forth in the Transition Agreement.

 

We commenced our initial public offering of our common stock on June 20, 2008. We stopped making offers under our initial public offering on February 3, 2011 after raising gross offering proceeds of $123.9 million from the sale of approximately 12.4 million shares, including shares sold under the distribution reinvestment plan. On February 4, 2011, we commenced a follow-on offering of our common stock. We suspended primary offering sales in our follow-on offering on April 29, 2011 and completed the final sale of shares under the distribution reinvestment plan on May 10, 2011. We raised gross offering proceeds under the follow-on offering of $8.4 million from the sale of approximately 800,000 shares, including shares sold under the distribution reinvestment plan.

 

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On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to the DRIP offering. The DRIP offering shares were initially offered at a purchase price of $10.02 per share, which was the current estimated per-share value of our common stock.  Effective February 28, 2014, the offering price of the DRIP shares was adjusted to $11.63 per share, which is our updated estimated per-share value of common stock as of February 28, 2014.

 

Our revenues, which are comprised largely of rental income, include rents reported on a straight-line basis over the initial term of each lease. Our growth depends, in part, on our ability to (i) increase rental income and other earned income from leases by increasing rental rates and occupancy levels; and (ii) control operating and other expenses, including  maximizing tenant recoveries as provided for in lease structures. Our operations are impacted by property specific, market specific, general economic and other conditions.

 

Market Outlook — Real Estate and Real Estate Finance Markets

 

In recent years, both the national and most global economies have experienced increased unemployment and a downturn in economic activity, as well as significant market fluctuations. Despite certain recent more positive economic indicators and improved stock market performance, the economic environment continues to be unpredictable and to present challenges that may delay the implementation of our business strategy or force us to modify it.

 

Despite the economic conditions discussed above, the demand for health care services is projected to continue to grow for the foreseeable future. According to The National Coalition on Healthcare, by 2016 nearly $1 in every $5 in the United States will be spent on healthcare, and the aging US population is expected to continue to fuel the need for healthcare services. The over age 65 population of the United States is projected to grow 36% between 2010 and 2020, compared with 9% for the general population, according to the US Census Bureau. Presently, the healthcare real estate market is fragmented, with a local or regional focus, offering opportunities for consolidation and market dominance. We believe that a diversified portfolio of healthcare property types minimizes risks associated with third-party payors, such as Medicare and Medicaid, while also allowing us to capitalize on the favorable demographic trends described above.

   

Highlights for the Twelve Months Ended December 31, 2014

 

·We purchased 1,113,213 shares of our common stock for an aggregate cost of approximately $10.0 million.

 

·We made the following investments during the year:

 

·We acquired a 25% joint venture interest that will develop Buffalo Crossing, a senior housing facility, for approximately $1.1 million;

·We acquired a 95% joint venture interest in Compass on the Bay, a senior housing facility, for approximately $11.7 million;

·We acquired St. Andrews Village, a senior housing facility, accounted for under a triple net lease arrangement, for approximately $42.5 million;

·We acquired a 65% joint venture interest in Blue Springs Senior Living Community, LLC that will develop The Parkway, a senior housing facility, for approximately $3.5 million;

·We acquired Live Oaks Village of Hammond and Slidell, two senior housing facilities, for approximately $12.7 million;

·We acquired Spring Village at Wildewood, a senior housing facility, for approximately $9.65 million;

·We acquired Gables of Hudson, a senior housing facility, for approximately $16.75 million;

·We acquired Sumter Place, a senior housing facility, for approximately $48.5 million.

 

Results of Operations

 

As of December 31, 2014, we operated in three reportable business segments: senior living operations, triple-net leased properties, and medical office building (“MOB”) properties. Our senior living operations segment invests in and operates assisted living, memory care and other senior housing communities located in the United States. We engage independent third party managers to operate these properties. Our triple-net leased properties segment invests in healthcare properties in the United States leased under long term “triple-net” or “absolute-net” leases, which require the tenants to pay all property-related expenses. Our MOB segment invests in medical office buildings and leases those properties to healthcare providers under long term “full service” leases which may require tenants to reimburse property related expenses to us.

 

We purchased our first property in January 2009, and as of December 31, 2014, we owned interests in 30 properties. For the years ended December 31, 2014, 2013 and 2012, our investments by segment were as follows:

 

Segment (1)  2014   2013   2012 
Senior living   22    17    14 
Medical office building   1    1    1 
Triple-net leased   4    3    3 

 

(1)In addition to our three reportable business segments, which reflect the operations of our consolidated investments, we also have investments in unconsolidated joint ventures. For the years ended December 31, 2014, 2013, and 2012 we had three, one and two investments in unconsolidated joint ventures, respectively.

 

 

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In January 2014, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a senior living facility. In April 2014, we acquired a 95% joint venture interest in Compass on the Bay, a senior living facility. In August 2014, we acquired St. Andrews Village, a senior living facility, accounted for under a triple net lease arrangement. In October 2014, we acquired a 65% interest in a joint venture entity that will develop The Parkway. In November 2014, we acquired Spring Village at Wildewood and Live Oaks Village of Hammond and Slidell, senior living facilities. In December 2014, we acquired Gables of Hudson and Sumter Place, senior living facilities. Buffalo Crossing and The Parkway are accounted for as unconsolidated joint ventures.

 

In October 2013, we acquired Woodbury Mews, a two facility senior living campus, and in December 2013, we acquired a 95% joint venture interest in Standish Village, a senior living facility. In August 2013, we sold our joint venture interest in an unconsolidated property, Littleton Specialty Rehabilitation Facility.

 

The results of our operations for the twelve months ended December 31, 2014, 2013 and 2012 are affected by our acquisitions that have occurred during the periods.

 

 Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

 

   Years Ended December 31,         
   2014   2013   $ Change   % Change 
Net operating income, as defined (1)                    
Senior living operations  $23,197,000   $18,053,000   $5,144,000    28%
Triple-net leased properties   6,670,000    5,257,000    1,413,000    27%
Medical office building   857,000    835,000    22,000    3%
Total portfolio net operating income  $30,724,000   $24,145,000   $6,579,000    27%
                     
Reconciliation to net income:                    
Net operating income, as defined (1)  $30,724,000   $24,145,000   $6,579,000    27%
Other (income) expense:                    
General and administrative   1,321,000    1,597,000    (276,000)   (17)%
Asset management fees and expenses   4,135,000    2,944,000    1,191,000    40%
Real estate acquisitions costs   2,724,000    1,472,000    1,252,000    85%
Depreciation and amortization   11,793,000    8,691,000    3,102,000    36%
Interest expense, net   9,912,000    8,263,000    1,649,000    20%
Loss on debt extinguishment and other expense   -    352,000    (352,000)   (100)%
Equity in loss from unconsolidated entities   352,000    73,000    279,000    382%
Gain on disposition of investment in unconsolidated entity   -    (1,701,000)   1,701,000    (100)%
Net income  $487,000   $2,454,000   $(1,967,000)   (80)%

 

(1)Net operating income, a non-GAAP supplemental measure, is defined as total revenue less property operating and maintenance expenses. We use net operating income to evaluate the operating performance of our real estate investments and to make decisions concerning the operation of the property. We believe that net operating income is useful to investors in understanding the value of income-producing real estate. Net income is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as depreciation and amortization, interest expense and corporate general and administrative expenses. Additionally, net operating income as we define it may not be comparable to net operating income as defined by other REITs or companies.

 

Senior Living Operations

 

Total revenue for senior living operations includes rental revenue and resident fees and service income. Property operating and maintenance expenses include labor, food, utilities, marketing, management and other property operating costs. Net operating income for the year ended December 31, 2014 increased to $23.2 million from $18.1 million for the year ended December 31, 2013. The increase is primarily due to the inclusion of the operations of Compass on the Bay in the second quarter of 2014 and The Villages at Wildewood, Live Oaks Village of Hammond and Slidell, and Gables of Hudson in the fourth quarter of 2014.

 

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   Years Ended December 31,         
   2014   2013   $ Change   % Change 
Senior Living Operations — Net operating income                    
Total revenues                    
Rental revenue  $42,338,000   $29,266,000   $13,072,000    45%
Resident services and fee income   28,845,000    24,888,000    3,957,000    16%
Tenant reimbursement and other income   1,606,000    424,000    1,182,000    279%
Less:                    
Property operating and maintenance expenses   49,592,000    36,525,000    13,067,000    36%
Total portfolio net operating income  $23,197,000   $18,053,000   $5,144,000    28%

 

Triple-Net Leased Properties

 

Total revenue for triple-net leased properties includes rental revenue and expense reimbursements from tenants. Property operating and maintenance expenses include insurance and property taxes and other operating expenses reimbursed by our tenants. Net operating income increased to $6.7 million for the year ended December 31, 2014 compared to $5.3 million for the year ended December 31, 2013, primarily as a result of the acquisition of St. Andrews Village in the third quarter of 2014.

 

   Years Ended December 31,         
   2014   2013   $ Change   % Change 
Triple-Net Leased Properties — Net operating income                    
Total revenues                    
Rental revenue  $6,727,000   $5,237,000   $1,490,000    28%
Tenant reimbursement and other income   882,000    889,000    (7,000)   (1)%
Less:                    
Property operating and maintenance expenses   939,000    869,000    70,000    8%
Total portfolio net operating income  $6,670,000   $5,257,000   $1,413,000    27%

 

Medical Office Buildings

 

Total revenue for medical office buildings includes rental revenue and expense reimbursements from tenants. Property operating and maintenance expenses include utilities, repairs and maintenance, insurance and property taxes. Net operating income in 2014 was comparable to net operating income in 2013.

 

   Years Ended December 31,         
   2014   2013   $ Change   % Change 
Medical Office Buildings — Net operating income                    
Total revenues                    
Rental revenue  $857,000   $854,000   $3,000    0%
Tenant reimbursement and other income   310,000    297,000    13,000    4%
Less:                    
Property operating and maintenance expenses   310,000    316,000    (6,000)   (2)%
Total portfolio net operating income  $857,000   $835,000   $22,000    3%

  

Unallocated (expenses) income

 

General and administrative expenses decreased to $1.3 million for the year ended December 31, 2014 from $1.6 million for the year ended December 31, 2013. The decrease is primarily the result of a $0.3 million higher income tax benefit in 2014 as compared to 2013.

 

Asset management fees and expenses increased to $4.1 million for the year ended December 31, 2014 from $2.9 million for the year ended December 31, 2013, as a result of a higher asset base. Real estate acquisition costs increased to $2.7 million for the year ended December 31, 2014 from $1.5 million for the year ended December 31, 2013, primarily as a result of the increase of acquisitions in 2014. The increase in depreciation and amortization to $11.8 million for the year ended December 31, 2014 from $8.7 million for the year ended December 31, 2013 reflects the effect of 2014 and 2013 real estate acquisitions.

 

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Interest expense, net, for the year ended December 31, 2014 increased to $9.9 million from $8.3 million for the year ended December 31, 2013, primarily as a result of the debt incurred for acquisitions that occurred throughout 2014.

 

The 2014 equity in loss from unconsolidated joint ventures relates to the operations of Physicians Center MOB. The 2013 equity in loss from unconsolidated joint ventures relates to the operations of Physicians Center MOB and is partially offset by income from the Littleton Specialty Rehabilitation Facility that was sold in August of 2013.

 

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

 

   Years Ended December 31,         
   2013   2012   $ Change   % Change 
Net operating income, as defined (1)                    
Senior living operations  $18,053,000   $13,090,000   $4,963,000    38%
Triple-net leased properties   5,257,000    4,743,000    514,000    11%
Medical office building   835,000    859,000    (24,000)   (3)%
Total portfolio net operating income  $24,145,000   $18,692,000   $5,453,000    29%
Reconciliation to net income (loss):                    
Net operating income, as defined (1)  $24,145,000   $18,692,000   $5,453,000    29%
Other (income) expense:                    
General and administrative   1,597,000    1,783,000    (186,000)   (10)%
Asset management fees and expenses   2,944,000    2,152,000    792,000    37%
Real estate acquisitions costs   1,472,000    1,387,000    85,000    6%
Depreciation and amortization   8,691,000    7,095,000    1,596,000    22%
Interest expense, net   8,263,000    6,960,000    1,303,000    19%
Loss on debt extinguishment and other expense   352,000    1,179,000    (827,000)   (70)%
Equity in loss from unconsolidated entities   73,000    228,000    (155,000)   (68)%
Gain on disposition of investment in unconsolidated entity   (1,701,000)   -    1,701,000   100%
Gain on remeasurement of investment in unconsolidated entity   -    (1,282,000)   (1,282,000)   (100)%
Net income (loss)  $2,454,000   $(810,000)  $3,264,000    (403)%

 

(1) Net operating income, a non-GAAP supplemental measure, is defined as total revenue less property operating and maintenance expenses. We use net operating income to evaluate the operating performance of our real estate investments and to make decisions concerning the operation of the property. We believe that net operating income is useful to investors in understanding the value of income-producing real estate. Net income is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as depreciation and amortization, interest expense and corporate general and administrative expenses. Additionally, net operating income as we define it may not be comparable to net operating income as defined by other REITs or companies.

 

Senior Living Operations

 

Total revenue for senior living operations includes rental revenue and resident fees and service income. Property operating and maintenance expenses include labor, food, utilities, marketing, management and other property operating costs. Net operating income for the year ended December 31, 2013 increased to $18.1 million from $13.1 million for the year ended December 31, 2012. The increase is primarily due to the inclusion of the operations of the four Leah Bay joint venture properties for a full year in 2013 and the operations of Woodbury Mews and Standish Village properties after their acquisitions during the fourth quarter of 2013. In addition, net operating income from properties acquired prior to 2012 increased approximately 4.5% in 2013. 

 

   Years Ended December 31,         
   2013   2012   $ Change   % Change 
Senior Living Operations — Net operating income                    
Total revenues                    
Rental revenue  $29,266,000   $27,535,000   $1,731,000    6%
Resident services and fee income   24,888,000    13,981,000    10,907,000    78%
Tenant reimbursement and other income   424,000    408,000    16,000    4%
Less:                    
Property operating and maintenance expenses   36,525,000    28,834,000    7,691,000    27%
Total portfolio net operating income  $18,053,000   $13,090,000   $4,963,000    38%

 

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Triple-Net Leased Properties

 

Total revenue for triple-net leased properties includes rental revenue and expense reimbursements from tenants. Property operating and maintenance expenses include insurance and property taxes and other operating expenses reimbursed by our tenants. Net operating income increased to $5.3 million for the year ended December 31, 2013 compared to $4.7 million for the year ended December 31, 2012, primarily due to the ownership of a controlling interest in the Rome LTACH for a full year in 2013. The operations of Rome LTACH were included in our consolidated triple-net leased segment for a full year in 2013 and for the period after the date of the acquisition in April 2012 when we began consolidating Rome LTACH.

 

   Years Ended December 31,         
   2013   2012   $ Change   % Change 
Triple-Net Leased Properties — Net operating income                    
Total revenues                    
Rental revenue  $5,237,000   $4,742,000   $495,000    10%
Tenant reimbursement and other income   889,000    807,000    82,000    10%
Less:                    
Property operating and maintenance expenses   869,000    806,000    63,000    8%
Total portfolio net operating income  $5,257,000   $4,743,000   $514,000    11%

 

Medical Office Buildings

 

Total revenue for medical office buildings includes rental revenue and expense reimbursements from tenants. Property operating and maintenance expenses include utilities, repairs and maintenance, insurance and property taxes. Net operating income in 2013 was comparable to 2012 with only normal operating variances in income and recoverable expenses. 

 

   Years Ended December 31,         
   2013   2012   $ Change   % Change 
Medical Office Buildings — Net operating income                    
Total revenues                    
Rental revenue  $854,000   $846,000   $8,000    1%
Tenant reimbursement and other income   297,000    314,000    (17,000)   (5)%
Less:                    
Property operating and maintenance expenses   316,000    301,000    15,000   5%
Total portfolio net operating income  $835,000   $859,000   $(24,000)   (3)%

 

Unallocated (expenses) income

 

General and administrative expenses decreased to $1.6 million for the year ended December 31, 2013 from $1.8 million for the year ended December 31, 2012. The decrease is primarily the result of lower non-recurring professional fees, partially offset by a lower 2013 income tax benefit. Non-recurring expenses incurred in 2012 included consulting, legal and accounting charges incurred in the transition to a new advisor and corporate relocation.

 

Asset management fees and expenses increased to $2.9 million for the year ended December 31, 2013 from $2.2 million in 2012, as a result of the increase in net asset value of the December 31, 2012 portfolio and acquisition of two properties in 2013. Real estate acquisition costs and contingent considerations were  comparable between years reflecting respective acquisition activity. The increase in depreciation and amortization to $8.7 million for the year ended December 31, 2013 from $7.1 million for the year ended December 31, 2012 reflects the effect of 2013 and 2012 real estate acquisitions.

 

Interest expense, net, for the year ended December 31, 2013 increased to $8.3 million from $7.0 million for the year ended December 31, 2012, due to real estate acquisitions in 2013 and 2012 and higher balances on refinanced loans, primarily during 2012, partially offset by lower interest rates on the refinanced debt. Other expense in 2013 consists of a gain of $1.7 on the disposition of our interest in an unconsolidated subsidiary, partially offset by an approximate $0.4 million loss on debt extinguishment. Other expense of $1.2 million in 2012 represents the loss associated with the refinancing of the loan on the Carriage Court at Hilliard property that was completed in October 2012.

 

The 2013 equity in loss from unconsolidated joint ventures relates to the operations of Physicians Center MOB, partially offset by income from the Littleton Specialty Rehabilitation Facility that was sold in August of 2013. The 2012 equity in loss from unconsolidated joint ventures includes the operations of the Rome LTACH joint venture until we acquired a controlling interest in the property in April 2012, after which it was consolidated, the operations of the Physicians Centre MOB joint venture, purchased in April 2012, and the operations of the Littleton Specialty Rehabilitation facility from its completion in July 2012.

 

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Our equity interest in the Rome LTACH joint venture was revalued in connection with the acquisition of our partners’ joint venture interests resulting in a $1.3 million gain on remeasurement.

 

Liquidity and Capital Resources

  

On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to an amended and restated distribution reinvestment plan (the “DRIP Offering”). The DRIP Offering shares were initially offered at a purchase price of $10.02, which was the then-current estimated per-share value of our common stock. Effective February 28, 2014, DRIP offering price for the shares was adjusted to $11.63 per share, which is our estimated per-share value of our common stock as of February 28, 2014.

 

On February 10, 2013, we entered into the KKR Equity Commitment for the purpose of obtaining up to $158.7 million of equity funding to be used to finance future investment opportunities. Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of up to three years, up to $158.7 million in aggregate issuance amount of shares of newly issued Series C Preferred Stock and newly issued Series B Preferred Units. As of December 31, 2014, we had issued 1,000 shares of our Series C Preferred Stock and 946,560 Series B Preferred Units to the Investor (See Note 13 to the accompanying condensed consolidated financial statements) and approximately $63.9 million of this commitment is available for investments. Based on acquisition activity we anticipate, provided we can secure necessary lender amounts per a “change of control”, that we will draw all funds available from the KKR Equity Commitment by March 31, 2015.

 

We expect that primary sources of capital will include debt financing, net cash flows from operations and net proceeds from the sale of preferred units of partnership interest in our Operating Partnership in accordance with the terms of the KKR Equity Commitment to the extent we have funds available to draw. We expect that our primary uses of capital will be for property acquisitions, including promote monetization payments for other real estate-related investments, for the payment of tenant improvements and capital improvements and operating expenses, including interest expense on any outstanding indebtedness, reducing outstanding indebtedness and for the payment of distributions.

 

We intend to own our stabilized properties with low to moderate levels of debt financing. We will incur moderate to high levels of indebtedness when acquiring development or value-added properties and possibly other real estate investments. For our stabilized core plus properties, our long-term goal will be to use low to moderate levels of debt financing with leverage ranging from 50% to 65% of the value of the asset. For development and value-added properties, our goal will be to acquire and develop or redevelop these properties using moderate to high levels of debt financing with leverage ranging from 65% to 75% of the cost of the asset. Once these properties are developed, redeveloped and stabilized with tenants, we plan to reduce the levels of debt to fall within target debt ranges appropriate for core properties. While we seek to fall within the outlined targets on a portfolio basis, for any specific property we may exceed these estimates. To the extent sufficient proceeds from public offerings, debt financing, the KKR Equity Commitment or a combination of these are unavailable to repay debt financing down to the target ranges within a reasonable time as determined by our board of directors, we will endeavor to raise additional equity or sell properties to repay such debt so that we will own our properties with low to moderate levels of permanent financing. In the event that we are unable to raise additional equity, our ability to diversify our investments may be diminished.

 

As of December 31, 2014, we had approximately $35.6 million in cash and cash equivalents on hand. Our liquidity will increase from the sale of common stock pursuant to our DRIP Offering, the sale of preferred units of partnership interest in our Operating Partnership pursuant to the KKR Equity Commitment, if refinancing results in excess loan proceeds, and increased cash flows from operations. The Company’s liquidity will decrease as net offering proceeds are expended in connection with acquisitions and if distributions are made in excess of cash available from operating cash flows.

 

In addition, one of our principal liquidity requirements includes debt service payments and the repayment of maturing debt. As of December 31, 2014, our notes payable were $276.4 million ($276.5 million, including premium).

 

We are required by the terms of the applicable loan documents to meet certain financial covenants, such as debt service coverage ratios, rent coverage ratios and reporting requirements. As of December 31, 2014, we were in compliance with all such covenants and requirements, with the exception of Woodbury Mews. As of December 31, 2014, the average occupancy level at our Woodbury Mews property was below the minimum required under the financial covenants in our loan documents, violating a covenant of this loan. The lender has waived compliance with this covenant for the quarter ended December 31, 2014, but we can provide no assurances that the lender will continue to waive compliance with this covenant in future quarters. Any such violation constitutes an event of default under the loan agreement, and if we do not secure a waiver of this covenant in future quarters in which the property does not satisfy the minimum occupancy level, the lender could, in its discretion, declare the loan to be immediately due and payable, take possession of the Woodbury Mews property, enforce the Company’s guarantee of up to 25% of the loan balance, or exercise other remedies available to it under law. If the lender were to declare the loan to be immediately due and payable, we expect to refinance the loan in satisfaction of the debt. Any such refinancing may be on terms and conditions less favorable than the terms currently available under the loan.

 

Cash flows provided by operating activities for the years ended December 31, 2014 and 2013 were $13.2 million and $8.9 million, respectively. The increase in cash flows from operations was primarily due to an increase in net operating income of $6.6 million, partially offset by the timing of cash receipts and payments. 

 

Cash flows used in investing activities for the years ended December 31, 2014 and 2013 were $141.7 million and $50.2, respectively. The 2014 increase was due primarily to a higher level of property acquisition activity in 2014, including: the investment in Buffalo Crossing and the acquisition of Compass on the Bay, St. Andrews Village, Spring Village at Wildewood, Live Oaks Village of Hammond and Slidell, Gables of Hudson and Sumter Place. The 2013 amount was comprised of the acquisitions of Woodbury Mews and Standish Village and capital expenditures related to existing properties which were offset by proceeds from the disposition of the investment in the Littleton Specialty Rehabilitation Facility. 

 

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Cash flows provided by financing activities for the years ended December 31, 2014 and 2013 were $142.3 million and $41.6 million, respectively. The change was due primarily to activity related to the KKR Equity Commitment and redemption of the Company’s common shares in 2014. During the year ended December 31, 2014, the Company received $75.1 million of net proceeds from the issuance of Series B Preferred Units, redeemed $10.6 million off its common shares, paid $5.8 million of distributions to stockholders, and paid $2.8 million of distributions to noncontrolling interests, principally to the investor in the Series B Preferred Units. During the year ended December 31, 2013, the Company received $15.1 million of net proceeds from the issuance of Series B Preferred Units, redeemed $2.0 million of its common shares, paid $6.2 million of distributions to stockholders, paid $1.2 million of distributions to noncontrolling interests and paid $4.1 million of fees and expenses in connection with the KKR Equity Commitment. During the year ended December 31, 2014, the Company received proceeds from notes payable related to the acquisitions of St. Andrews Village, Spring Village at Wildewood, Live Oaks Village of Hammond and Slidell, Gables of Hudson, and Sumter Place as well as the debt refinancing of Woodland Terrace at the Oaks and Mesa Vista Inn of $104.0 million. These proceeds were offset by the Company’s repayment of notes payable of $15.5 million. During the year ended December 31, 2013, the Company received proceeds, net of related costs of $15.1 million in connection with the KKR Equity Commitment, and proceeds from notes payable related to Woodbury Mews, Standish Village, and the refinance on Oakleaf in the amount of $55.9 million. These proceeds were offset by the Company’s repayment of notes payable of $19.5 million.

 

We expect to have sufficient cash available from cash on hand and operations to fund capital improvements and principal payments due on our borrowings in the next twelve months. We expect to fund stockholder distributions from cash on hand and from the excess of cash provided by operations over required capital improvements and debt payments. This excess may be insufficient to make distributions at the current level or at all.

 

There may be a delay between the generation of cash available for investment and the purchase of properties. During this period, proceeds from sales of securities may be temporarily invested in short-term, liquid investments that could yield lower returns than investments in real estate.

 

Potential future sources of capital include proceeds from future equity offerings, proceeds from secured or unsecured financings from banks or other lenders, proceeds from the sale of properties and undistributed funds from operations.

 

Funds from Operations and Modified Funds from Operations

 

Funds from operations (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We compute FFO in accordance with the definition outlined by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income (loss), computed in accordance with GAAP, excluding extraordinary items, as defined by the accounting principles generally accepted in the United States of America (“GAAP”) , and gains (or losses) from sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships, joint ventures, noncontrolling interests and subsidiaries. Our FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. We believe that FFO is helpful to investors and our management as a measure of operating performance because it excludes depreciation and amortization, gains and losses from property dispositions, and extraordinary items, and as a result, when compared year to year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, which is not immediately apparent from net income. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, our management believes that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our performance. Factors that impact FFO include start-up costs, fixed costs, delay in buying assets, lower yields on cash held in accounts pending investment, income from portfolio properties and other portfolio assets, interest rates on acquisition financing and operating expenses. FFO should not be considered as an alternative to net income (loss), as an indication of our performance, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions, as well as dividend sustainability.

 

Changes in the accounting and reporting rules under GAAP have prompted a significant increase in the amount of non-cash and non-operating items included in FFO, as defined. Therefore, we use modified funds from operations (“MFFO”), which excludes from FFO real estate acquisition expenses, and non-cash amounts related to straight line rent to further evaluate our operating performance. We compute MFFO in accordance with the definition suggested by the Investment Program Association (the “IPA”), the trade association for direct investment programs (including non-listed REITs). However, certain adjustments included in the IPA’s definition are not applicable to us and are therefore not included in the foregoing definition.

 

We believe that MFFO is a helpful measure of operating performance because it excludes costs that management considers more reflective of investing activities or non-operating changes. Accordingly, we believe that MFFO can be a useful metric to assist management, investors and analysts in assessing the sustainability of our operating performance. As explained below, management’s evaluation of our operating performance excludes the items considered in the calculation based on the following considerations:

 

·Adjustments for straight line rents. Under GAAP, rental income recognition can be significantly different than underlying contract terms. By adjusting for these items, MFFO provides useful supplemental information on the economic impact of our lease terms and presents results in a manner more consistent with management’s analysis of our operating performance.
·Real estate acquisition costs. In evaluating investments in real estate, including both business combinations and investments accounted for under the equity method of accounting, management’s investment models and analysis differentiate costs to acquire the investment from the operations derived from the investment. These acquisition costs have been funded from the proceeds of our initial public offering and other financing sources and not from operations. We believe by excluding expensed acquisition costs, MFFO provides useful supplemental information that is comparable for each type of our real estate investments and is consistent with management’s analysis of the investing and operating performance of our properties. Real estate acquisition expenses include those paid to our Advisor and to third parties.
·Non-recurring gains or losses included in net income from the extinguishment or sale of debt.

 

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·Unrealized gains or losses resulting from consolidation from, or deconsolidation to equity accounting.

 

FFO or MFFO should not be considered as an alternative to net income (loss) nor as an indication of our liquidity. Nor is either indicative of funds available to fund our cash needs, including our ability to make distributions. Both FFO and MFFO should be reviewed along with other GAAP measurements. Our FFO and MFFO as presented may not be comparable to amounts calculated by other REITs. In addition, FFO and MFFO presented for different periods may not be directly comparable.

 

We believe that MFFO is helpful as a measure of operating performance because it excludes costs that management considers more reflective of investing activities or non-operating changes.

 

Our calculations of FFO and MFFO for the years ended December 31, 2014, 2013, and 2012 are presented below:

 

   For the years ended, 
   December 31,
2014		   December 31,
2013		   December 31,
2012		 
Net income (loss) attributable to common stockholders  $(2,666,000)  $1,888,000   $(882,000)
                
Adjustments:               
Real estate depreciation and amortization   11,793,000    8,691,000    7,095,000 
Joint venture depreciation and amortization   617,000    653,000    716,000 
Gain on disposition of investment in unconsolidated entity   -    (1,701,000)   - 
Funds from operations (FFO) attributable to common stockholders   $9,744,000   $9,531,000   $6,929,000 
                
Adjustments:               
Straight-line rent and above/below market lease amortization  $(654,000)  $(667,000)  $(715,000)
Real estate acquisition costs   2,724,000    1,472,000    1,387,000 
Loss on debt extinguishment   -    352,000    1,179,000 
Gain on remeasurement of investment in unconsolidated entity    -    -    (1,282,000)
Modified funds from operations (MFFO) attributable to common stockholders  $11,814,000   $10,688,000   $7,498,000 
                
Basic and diluted weighted average number of common shares   12,242,324    12,734,907    12,871,670 
Basic and diluted FFO per weighted average share  $0.80   $0.75   $0.54 
Basic and diluted MFFO per weighted average share  $0.97   $0.84   $0.58 

 

Election as a REIT

 

For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) beginning with our taxable year ending December 31, 2008. Under the Internal Revenue Code of 1986, we are not subject to federal income tax on income that we distribute to our stockholders. REITs are subject to numerous organizational and operational requirements in order to avoid taxation as a regular corporation, including a requirement that they generally distribute at least 90% of their annual ordinary taxable income to their stockholders. If we fail to qualify for taxation as a REIT in any year, our income will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify. Our failure to qualify as a REIT could result in us having a significant liability for taxes.

 

REIT status imposes limitations related to operating assisted-living properties. Generally, to qualify as a REIT, we cannot directly operate assisted-living facilities. However, such facilities may generally be operated by a taxable REIT subsidiary (“TRS”) pursuant to a lease with the REIT. Therefore, we have formed a TRS to lease any assisted-living properties we acquire and to operate the assisted-living properties pursuant to contracts with qualified unaffiliated management companies. The TRS and the REIT have made the applicable election for the TRS to qualify as a TRS. Under the management contracts, the unaffiliated management companies will have direct control of the daily operations of these assisted-living properties.

 

Off-Balance Sheet Arrangements

 

Other than outstanding notes payable on the Company’s unconsolidated joint ventures, there are no off-balance sheet transactions, arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

 

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Inflation

 

Although the real estate market has not been affected significantly by inflation in the recent past due to the relatively low inflation rate, we expect that the majority of our tenant leases will include provisions that would protect us to some extent from the impact of inflation. Where possible, our leases will include provisions for rent escalations and partial reimbursement to us of expenses. Our ability to include provisions in the leases that protect us against inflation is subject to competitive conditions that vary from market to market.

 

Critical Accounting Policies

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that our critical accounting policies are those that require significant judgments and estimates such as those related to fair value, real estate purchase price allocation, evaluation of possible impairment of real property assets, revenue recognition and valuation of receivables, income taxes, and uncertain tax positions. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could vary from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.

 

Investments in Real Estate

 

Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, site improvements, tenant improvements, intangible lease assets or liabilities including in-place leases, above market and below market leases, tenant relationships and goodwill. We allocated the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The value of the building and improvements are depreciated over an estimated useful life of 15 to 39 years.

 

In-place lease values are calculated based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant.

 

Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The value of acquired above and below market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations.

 

We consider any bargain periods in our calculation of fair value of below-market leases and to amortize our below-market leases over the remaining non-cancelable lease term plus any bargain renewal periods in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 840-20-20, as determined by our management at the time we acquire real property with an in-place lease. The renewal option rates for our acquired leases do not include any fixed rate options and, instead, contain renewal options that are based on fair value terms at the time of renewal. Accordingly, no fixed rate renewal options were included in the fair value of below-market leases acquired and the amortization period is based on the acquired non-cancelable lease term.

 

Should a significant tenant terminate their lease, the unamortized portion of intangible assets or liabilities is charged to revenue.

 

Fair Value of Financial Instruments

 

FASB ASC 825-10, “Financial Instruments,” requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value.

 

Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity’s assumptions about market participant assumptions used to value an asset or liability.

 

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

 

Level 1.  Quoted prices in active markets for identical instruments.

 

Level 2.  Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3.  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument.

 

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We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow.

 

Impairment of Real Estate Assets and Goodwill

 

Real Estate Assets

 

Rental properties, properties undergoing development and redevelopment, land held for development and intangibles are individually evaluated for impairment in accordance with ASC 360-10, “ Property, Plant & Equipment ” when conditions exist which may indicate that it is probable that the sum of expected future undiscounted cash flows is less than the carrying amount. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, appropriate capitalization rates, construction costs, available market information, historical operating results, known trends and market/economic conditions that may affect the property and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that impairment has occurred, a write-down will be recorded to reduce the carrying amount to its estimated fair value.

 

In accordance with ASC 360 “Accounting for the Impairment or Disposal of Long-lived Assets,” we assess whether there has been impairment in the value of our investments in real estate whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our portfolio is evaluated for impairment on a property-by-property basis. Indicators of potential impairment include the following:

 

·Change in strategy resulting in a decreased holding period;

 

·Decreased occupancy levels;

 

·Deterioration of the rental market as evidenced by rent decreases over numerous quarters;

 

·Properties adjacent to or located in the same submarket as those with recent impairment issues; and/or

 

·Tenant financial problems.

 

During 2014, 2013 and 2012, we did not record any impairment charges related to our investments in real estate.

 

Goodwill

 

We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The guidance on goodwill impairment requires us to annually test goodwill for impairment under a two-step impairment test or under a qualitative assessment which became optional in 2011. In the first step of the two-step test, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting unit based on the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then the company records an impairment loss equal to the difference.

 

For the years ended December 31, 2014 and 2013, the Company elected to perform Step 1 in its evaluation of goodwill. The Company did not record any impairment charges related to our goodwill.

 

Revenue Recognition

 

Revenue is recognized when four basic criteria are met: persuasive evidence of an arrangement exists, services have been delivered, the amount of revenue is fixed or determinable, and collection is reasonably assured. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases may provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants.

 

Investments in Unconsolidated Entities

 

We account for our investments in unconsolidated joint ventures under the equity method of accounting. We exercise significant influence, but do not control these entities or direct the activities that most significantly impact the venture’s performance. Investments in unconsolidated entities are recorded initially at cost and subsequently adjusted for cash contributions and distributions. We recognize our allocable share of the equity in earnings of our unconsolidated entities based on the respective venture’s structure and preferences.

 

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Consolidation Considerations for Our Investments in Joint Ventures

 

ASC 810-10, “Consolidation,” addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights and, accordingly, should consolidate the entity. We analyze our joint ventures in accordance with this accounting standard to determine whether they are variable interest entities and, if so, whether we are the primary beneficiary. Our judgment with respect to our level of influence or control over an entity and whether we are the primary beneficiary of a variable interest entity involves consideration of various factors including the form of our ownership interest, our voting interest, the size of our investment (including loans) and our ability to participate in major policy-making decisions. Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in our consolidated financial statements. Please refer to Note 6, Investments in Unconsolidated Entities of the accompanying consolidated financial statements.

 

Income Taxes

 

As part of the process of preparing our consolidated financial statements, significant management judgment is required to evaluate our compliance with REIT requirements. Our determinations are based on interpretation of tax laws, and our conclusions may have an impact on the income tax expense recognized. Adjustments to income tax expense may be required as a result of: (i) audits conducted by federal and state tax authorities, (ii) our ability to qualify as a REIT and (iii) changes in tax laws.

 

For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008, which imposes limitations related to operating assisted-living properties. As of December 31, 2014, we had acquired fourteen assisted-living facilities and formed twenty-four wholly owned taxable REIT subsidiaries, or TRSs, which includes a Master TRS that consolidates our wholly owned TRSs. The properties are operated pursuant to leases with our TRSs. Our TRSs have engaged qualified unaffiliated management companies to operate the assisted-living facilities. Under the management contracts, the managers have direct control of the daily operations of the properties.

 

We are subject to state and local income taxes in some jurisdictions, and in certain circumstances we may also be subject to federal excise taxes on undistributed income. In addition, certain of our activities must be conducted by subsidiaries which elect to be treated as TRSs. TRSs are subject to both federal and state income taxes. We recognize tax penalties relating to unrecognized tax benefits as additional tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense. Under section 857(b), an excise tax of 100% is imposed on any excessive amount of rental income received by the REIT in connection with services performed by its TRS to a tenant of the REIT and the deductions of the TRS for payments made to the REIT if rental income and deductions are not at arms’ length. Several safe harbors are provided for rental income received by the REIT, any of which, if met, prohibit the imposition of the 100% excise tax.

 

Subsequent Events

  

Georgetown Loan

 

On January 15, 2015, the Company, through an indirect wholly owned subsidiary, originated a development loan in the amount of $41.9 million for The Delaney at Georgetown Village development project located in Georgetown, Texas (the “Georgetown Loan”). The borrower, Westminster-LCS Georgetown LLC, is not affiliated with the Company or the Advisor. The borrower is a joint venture between Life Care Companies, LLC (“LCS”) and a fund sponsored by Westminster Capital (“Westminster”), and will use the proceeds of the Georgetown Loan to develop a senior living facility with 207 units including independent living, assisted living and memory care.

 

The Georgetown Loan is secured by a first mortgage lien on the land, building, and all improvements made thereon. The Georgetown Loan matures on January 15, 2020 with one 12-month option to extend at the Company’s option, and bears interest at a fixed rate of 7.9% per annum for the term of the loan. Advances will be made periodically during the construction period to cover documented hard and soft costs of construction and interest, commencing after the borrower has expended its required equity contribution, and subject to customary construction draw conditions. The borrower paid a loan origination fee equal to 1% of the loan amount. Monthly payments are interest only for the term of the loan. The Company has the option to purchase the property at fair market value upon stabilization or 48 months. Fair market value is determined by the average asset value of independent appraisals obtained by the lender and borrower. Regardless of whether the Company exercises the option to purchase the property, the Company will be entitled to participate in the value creation which is the difference between the fair market value and the total development cost. The Georgetown Loan is non-recourse to LCS and Westminster, but LCS has provided cost and completion guarantees as well as a guaranty of customary “bad boy” carve-outs.

 

The Company expects to fund the Georgetown Loan with proceeds from the sale of Series B Preferred Units to the Investor. Upon funding of the Georgetown Loan, interest income on the loan receivable will be recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks.

 

Sale of Preferred Units in the Operating Partnership

 

On January 16, 2015, a purchase of securities related to the Georgetown Loan (the “Georgetown Put Exercise”) was completed by the Investor pursuant to the KKR Equity Commitment.

 

Pursuant to the Georgetown Put Exercise, the Investor agreed to fund $41.9 million related to the Georgetown Loan and was issued the following securities:

 

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·155,000 newly-issued Series B Preferred Units, which are convertible into approximately 1,546,906 shares of the Company’s common stock at the currently effective conversion price.

 

After giving effect to the 155,000 Series B Preferred Units issued upon the closing of the Georgetown Put Exercise and the Series B Preferred Units relating to the Georgetown Put Exercise remaining to be issued, 220,580 Series B Preferred Units remain issuable under the Purchase Agreement.

 

Sumter Grand

 

On February 6, 2015, through a wholly-owned subsidiary, we acquired real estate property (“Sumter Grand”) from Retirement Two, LLC, which is not affiliated with us, for a purchase price of $31.5 million. Sumter Grand consists of a 150-unit independent living facility located in The Villages, Florida. We funded the purchase of Sumter Grand with proceeds from the sale to the Investor of Series B Preferred Units pursuant to the KKR Equity Commitment on December 30, 2014 and with proceeds from a mortgage loan from KeyBank National Association, Inc.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. We invest our cash and cash equivalents in government backed securities and FDIC insured savings account which, by their nature, are subject to interest rate fluctuations. However, we believe that the primary market risk to which we will be exposed to is interest rate risk relating to the variable portion of our debt financing. As of December 31, 2014, we had approximately $120.0 million of variable rate debt, the majority of which is at a rate tied to short term LIBOR rates. A 1.0% change in 3-Month LIBOR would result in a change in annual interest expense of approximately $1.2 million per year. Our interest rate risk management objectives will be to monitor and manage the impact of interest rate changes on earnings and cash flows by using certain derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on variable rate debt. We will not enter into derivative or interest rate transactions for speculative purposes.

 

In addition to changes in interest rates, the fair value of our real estate is subject to fluctuations based on changes in the real estate capital markets, market rental rates for office space, local, regional and national economic conditions and changes in the credit worthiness of tenants. All of these factors may also affect our ability to refinance our debt if necessary.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

See the index included at Item 15. Exhibits, Financial Statement Schedules.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our senior management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures and have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

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Management’s Report on Internal Control Over Financial Reporting

 

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

   

Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that we maintained effective internal control over financial reporting as of December 31, 2014.

 

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Wall Street and Consumer Protection Act, which exempts non-accelerated filers from the auditor attestation requirement of Section 404 (b) of the Sarbanes-Oxley Act.

 

ITEM 9B.           OTHER INFORMATION

 

Our board of directors amended our Second Amended and Restated Bylaws (the “Bylaws”) as of March 20, 2015. The amendment is effective immediately. Section 2.2 of the Bylaws was amended to provide that the annual meeting of stockholders be held on any date determined by our board of directors. Prior to adoption of the amendment, the Bylaws provided that the annual meeting of stockholders would be held during the month of May.

 

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The Board of Directors

 

The names, ages, principal occupations and certain other information about the members of our board of directors are set forth below.

 

Billy Butcher, age 34, is one of our KKR-selected Directors as he was elected to be one of our directors, and a member of our investment committee, on March 12, 2013 in connection with, and as a condition to, the execution of the KKR Equity Commitment. Mr. Butcher is an executive officer of Sentinel RE Investment Holdings GP LLC, which is the general partner of the Investor. Mr. Butcher is currently employed by KKR as a Director in its real estate investment business.  Mr. Butcher joined KKR in 2004, and prior to KKR’s establishment of a dedicated real estate investment effort, Mr. Butcher worked in KKR’s corporate private equity business, both in the United States and internationally.

 

Prior to joining KKR, Mr. Butcher was employed with Goldman, Sachs & Co. He holds an A.B. from Princeton University and an M.B.A. from the Stanford University Graduate School of Business.

 

Romeo Cefalo, age 65, has served as one of our independent directors since August 2008. From 2004 to 2006, Mr. Cefalo was Executive Vice President of Real Estate, Construction and New Store Development for Albertsons, Inc. He was responsible for managing Albertson’s real estate operation and $1.5 billion annual capital budget. From 2001 to 2004, Mr. Cefalo was Executive Vice President of Operations for Albertsons. His responsibilities included managing growth planning and capital budgets. From 1995 to 2001, Mr. Cefalo was President of Lucky Stores in Buena Park, California, and was responsible for $6.0 billion in sales and $400.0 million in earnings. Mr. Cefalo received his Master of Business Administration from New Hampshire College in 1984.

 

For the following reasons, the board concluded that Mr. Cefalo should serve as a director. In addition to his management experience, Mr. Cefalo’s specific knowledge of commercial real estate and related investment and financing activities position him very well to provide the board of directors with valuable industry-specific insight and experience.

 

Barry Chase, age 59, has served as one of our independent directors since September 2007. He has been actively involved in the real estate industry since 1980. Mr. Chase is the Co-Founder and Managing Principal of AVP advisors, a real estate investment management firm for institutional investors. From 2004 to present, Mr. Chase has worked for AVP advisors. From 2002 to 2003, Mr. Chase was a Principal of Platinum Capital advisors, and from 1998 to 2002, he was the Executive Vice President and the President of Koll Development Company’s Western Division, where he developed more than nine million square feet of office, industrial, retail and mixed-use projects.

 

Prior to joining the Koll Development Company, Mr. Chase held executive level positions with several nationally recognized real estate companies. He served as the President of Cushman Investment and Development Company, and the Executive Vice President, General Counsel and member of the board of directors of Cushman Realty Corporation and as the Executive Vice President — Acquisitions of CT Realty Corporation. Mr. Chase began his real estate career with Sunrise Investment, Inc. As Executive Vice President and General Counsel of Sunrise, Mr. Chase was in charge of property acquisitions/dispositions and capital raising for the firm’s real estate private placements. Mr. Chase attended California State University, Northridge and received his J.D. Degree from the University of San Fernando. He is an inactive member of the California State Bar.

 

For the following reasons, the board concluded that Mr. Chase should serve as a director. Mr. Chase brings to the board of directors demonstrated management ability at senior levels as well as extensive relevant experience in the commercial real estate industry. Mr. Chase’s legal background provides our board with leadership and consensus-building skills on a variety of matters, including corporate governance.

 

Daniel A. Decker, age 62, is one of our KKR-selected Directors. He is the President and an owner of CoastWood Senior Housing Partners, LLC (“CW”), an investment firm specializing in senior housing and related services, which he founded in 2005. In January 2013, CW joined with KKR and Beecken Petty O'Keefe & Company to acquire 100% of the operations of Sunrise Senior Living (NYSE:SRZ), one of the leading operators of assisted living properties in the United States.

 

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Prior to forming CW, Mr. Decker was a partner from 1990 to 2005 at The Hampstead Group, LLC, a private equity firm specializing in real estate operating companies. Mr. Decker was an attorney at the law firm of Munsch, Hardt, Kopf & Harr from 1985 to 1990, which he co-founded in 1985. Mr. Decker was an attorney at Winstead, Sechrest & Minick P.C. from 1980 to 1985. Mr. Decker served as a Director of Health Care REIT, Inc. (NYSE:HCN) from October 2011 through August 2012, during which time he served as a member of the Audit, Investment, Nominating/Corporate Governance and Planning Committees. Mr. Decker earned his Bachelor of Business Administration degree in economics in 1979 and his J.D. in 1980, both from the University of Missouri.

 

Mr. Decker has been investing in the senior housing industry for nearly 20 years. During that period he has been involved in the investment, made through three different public companies, of approximately $2 billion of assets across a spectrum of independent living, assisted living, memory care, and skilled nursing facilities. Mr. Decker’s experience with investment and private equity firms brings a new point of view and base of experience to the board of directors. Mr. Decker was elected to be one of our directors, and a member of our investment committee, on March 12, 2013 in connection with, and as a condition to, the execution of the KKR Equity Commitment. Mr. Decker, through an affiliate of KKR, is a co-investor with the Investor in us in connection with the KKR Equity Commitment.

 

Steven Pearson, age 67, has served as one of our independent directors since September 2007. He is the Executive Vice President, Chief Strategy Officer and a director for DAUM Commercial Real Estate. Mr. Pearson has been with DAUM since June 1997 and serves as a key executive responsible for the planning and execution of the company’s growth initiatives. Prior to his affiliation with DAUM, from July 1991 through May 1997, Mr. Pearson served as Senior Vice President of Coldwell Banker Commercial Affiliates, where he oversaw the design, development, and delivery of all commercial resources for Coldwell Banker.

 

Mr. Pearson’s background includes 15 years with CB Commercial in Denver, San Francisco and Newport Beach. During his tenure in Denver he was active in the local chapter of the National Association of Industrial and Office Parks (NAIOP) and served as a market expert for several Urban Land Institute (ULI) functions. In San Francisco, Mr. Pearson was a vice president for Coldwell Banker Investment Banking Services. In this capacity, he focused on the analysis of recapitalization or disposition of larger real estate assets or asset portfolios of institutional owners - primarily industrial and office portfolios in Denver and Southern California. In Newport Beach, Mr. Pearson worked as an investment specialist focusing primarily on the analysis and sale of mid-sized institutional property for insurance companies, Savings and Loans, and the RTC. Mr. Pearson earned his Bachelor of Arts in Psychology from Stanford University and earned his MBA in Marketing and Finance from the University of Colorado.

 

For the following reasons, the board concluded that Mr. Pearson should serve as a director. Mr. Pearson brings to the board over 37 years of diverse experience in commercial real estate, including experience in the areas of investment banking, brokerage, management and financing. His extensive understanding of these aspects of industry provide the board with an invaluable resource for assessing and managing risks and planning corporate strategy. In addition, Mr. Pearson provides an important perspective for the board’s discussions regarding our capital and liquidity needs.

 

John Mark Ramsey, age 44, is our Chief Executive Officer, President and a member of our board of directors, positions he has held since December 2011.  Mr. Ramsey is also Chief Executive Officer and majority owner of our Advisor, Sentio Investments, LLC, positions he has held since its formation in December 2011.  Between May 2007 and December 2011, Mr. Ramsey was an owner of, and served as the Chief Executive Officer of Servant Healthcare Investments, LLC (“SHI”), which served as our sub-advisor from May 2008 through July 2011 and as our Advisor from July 2011 through December 2011.  During his tenures with Sentio Investments and SHI, Mr. Ramsey has overseen all investment activity for these entities while also developing and maintaining relationships with leaders in the healthcare industry.

 

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Prior to his role with SHI, Mr. Ramsey served for four years at CNL Retirement Properties, Inc. (“CNL”), now Health Care Property Investors, Inc., (NYSE: HCP), the nation’s largest real estate investment trust focusing exclusively on properties serving the healthcare industry. During his four years as an executive at CNL, Mr. Ramsey served as a senior vice president and executive committee member. In this capacity, Mr. Ramsey managed the Investment Group, and was responsible for implementing and executing the investment strategy in the senior housing and medical facilities’ sectors. During his tenure, CNL closed on over 18,000,000 square feet and $3.1 billion, positioning it as the third largest healthcare REIT in the United States, which proved to be a key factor in CNL’s successful merger with HCP.

 

Before joining CNL in 2003, Mr. Ramsey was co-founder and Senior Vice President of Development and Acquisitions for Superior Residences, Inc., a regional developer and owner/operator of Senior Housing projects with responsibilities for all company development and acquisition activities. He also has extensive investment advising experience, having been a Principal and Co-Founder of Weaver, Ramsey & Hershiser, a financial advisory firm specializing in financial management. Prior to that, he served as an Investment Advisor to A.G. Edwards, where he implemented a total financial planning approach with his clients. Mr. Ramsey is a Magna Cum Laude graduate of Florida State University, having earned dual degrees in finance and real estate.

 

For the following reasons, the board concluded that Mr. Ramsey should serve as a director. As the Chief Executive Officer and President of the Company, Mr. Ramsey is the only officer of the Company to sit on the board of directors.  As such, Mr. Ramsey is well positioned to provide essential insight and guidance to the board of directors from an inside perspective of the day-to-day operations of the Company. Furthermore, his experience and expertise in the healthcare real estate sector and with the acquisition, ownership and operation of senior living facilities and medical facilities are key assets to our board of directors.

 

Ronald Shuck, age 66, has served as one of our independent directors since September 2008. Mr. Shuck was a shareholder with Moore Stephens Lovelace, P.A, (MSL), an accounting firm, for 25 years until his retirement as a shareholder in July 2013. He continues to serve as an advisor to MSL in relation to its senior housing practice. Mr. Shuck also helped to form Windermere Strategic Partners, LLC, an organization that provides services to developers and owners of senior housing properties. Mr. Shuck has been providing services to the senior housing and care industry for over 30 years. His comprehensive financial experience in the healthcare industry includes consulting with clients on corporate governance, strategic planning, market risk and compiling and examining financial forecasts and projections. Mr. Shuck has written articles pertaining to senior housing and care that have been published in various publications including The Wall Street Journal and Forbes Magazine. Mr. Shuck received his Bachelor of Science in Accounting from Kent State University and his Masters in Accounting from the University of Central Florida. Mr. Shuck also serves on the board of directors for the Florida Retirement Housing Council.

 

For the following reasons, the board concluded that Mr. Shuck should serve as a director. Mr. Shuck brings a key combination of skills overlapping the healthcare and real estate industries. His background and expert knowledge in the areas of corporate governance, risk assessment and strategic planning are key assets to the board of directors. In addition, Mr. Shuck’s strong accounting credentials provide him with the skills and knowledge to serve effectively on our audit committee.

 

James Skorheim, age 63, has served as one of our independent directors since September 2007. He is a CPA, an attorney at law, a Certified Valuation Analyst, a Certified Fraud Examiner and a Certified Forensic Accountant. Since 2005, he has served as a Principal of the firm Skorheim & Associates, an accountancy corporation specializing in financial analysis and valuation in relation to commercial damages and losses. From 2000 to 2005, Mr. Skorheim was a partner in the certified public accounting and business consulting firm of Moss Adams, LLP. Prior to that, he was a partner of Coleman & Grant and Deloitte & Touche LLP.

 

Mr. Skorheim has testified in over one hundred business litigation cases at both the federal and state levels on a variety of business and financial issues. He has also served as a mediator, arbitrator and accounting neutral in numerous matters. His professional background and experience includes the handling of accounting, tax, financial and estate planning, business consulting, business valuation, risk management and commercial insurance claims services for both small and Fortune 500 companies and their owners and executives. Mr. Skorheim serves as chairman of our audit committee.

 

For the following reasons, the board concluded that Mr. Skorheim should serve as a director. Mr. Skorheim is an experienced forensic accountant and certified valuation analyst with the requisite skills necessary to lead our audit committee. His background in financial analysis and his substantial experience in commercial real estate investment and operations make him a critical asset, both on our board of directors in general and as the chairman of our audit committee. Mr. Skorheim’s positions have provided him with a wealth of knowledge in dealing with a broad range of financial and accounting matters.

 

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Executive Officers

 

The following individuals serve as of our executive officers:

 

John Mark Ramsey is our Chief Executive Officer and President. Biographical information for Mr. Ramsey is set forth above.

 

Sharon Kaiser, age 70, is our Chief Financial Officer, Treasurer and Secretary, positions she has held since October 2006, November, 2011 and July 2010, respectively.  Ms. Kaiser has overall responsibility for our finance and accounting. Ms. Kaiser served as our President from May 25, 2011 to December 16, 2011.  Effective January 1, 2012, Ms. Kaiser was also appointed Chief Financial Officer of Sentio Investments, LLC, our Advisor. 

 

From July 2005 to December 2011, Ms. Kaiser served as the Chief Financial Officer for a number of entities affiliated with Cornerstone Ventures, Inc., the sponsor of our former advisor, including three publicly registered, non-traded real estate funds. Prior to joining the Cornerstone group, Ms. Kaiser was Director of Financial Operations for Westfield America, Inc., an owner, manager and developer of regional shopping centers and the American subsidiary of a large retail REIT listed on the Australian stock exchange.  From 1999 to 2002, Ms. Kaiser served as Chief Financial Officer of The StayWell Company, then a subsidiary of Vivendi Universal, and from 1995 to 1999 she served as Chief Financial Officer and Senior Vice President of HemaCare Corporation, a publicly traded biomedical company. Her responsibilities included financial accounting and reporting, information technology, investor relations and human resources, as well as strategic planning and acquisition due diligence and integration. Before joining HemaCare Corporation, Ms. Kaiser served as the Chief Financial Officer of a publicly-traded (AMEX) REIT sponsored by The Koll Company. She started her career with Arthur Andersen and Co., leaving as a senior manager. Ms. Kaiser holds a Bachelor of Science degree in Business Administration from the University of Southern California and has been a Certified Public Accountant since 1981.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires each director, officer and individual beneficially owning more than 10% of a registered security of us to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of common stock of us with the SEC. Based solely upon our review of copies of these reports filed with the SEC and written representations furnished to us by our officers and directors, we believe that all of the persons subject to the Section 16(a) reporting requirements filed the required reports on a timely basis with respect to the year ended December 31, 2014.

 

Code of Business Conduct and Ethics

 

Our board of directors has adopted a Code of Business Conduct and Ethics that is applicable to all members of our board of directors and our executive officers. The Code of Business Conduct and Ethics can be accessed through our website: www.sentiohealthcareproperties.com. If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website.

 

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Audit Committee Financial Expert

 

The Audit Committee consists of independent directors James Skorheim (Chairman), Steven Pearson and Ronald Shuck. Our board of directors has determined that Mr. Skorheim is an “audit committee financial expert,” as defined by the rules of the SEC. The biography of Mr. Skorheim, including his relevant qualifications, is previously described in this Item 10. Our shares are not listed for trading on any national securities exchange and therefore our audit committee members are not subject to the independence requirements of any national securities exchange. However, each member of our audit committee is “independent” under the rules of the NASDAQ stock market.

 

ITEM 11.EXECUTIVE COMPENSATION

 

Executive Officer Compensation

 

We have no employees and our executive officers do not receive compensation directly from us for services rendered to us. During 2014 and 2013, John Mark Ramsey and Sharon Kaiser served as our executive officers and were also officers and employees of Sentio Investments, LLC, our Advisor. Mr. Ramsey and Ms. Kaiser were compensated by our Advisor, in part, for services that they provided to us. Pursuant to the terms of the Advisory Agreements in effect with our Advisor during 2014 and 2013, we were not required to reimburse our Advisor for any personnel costs incurred by our Advisor related to its employees, including any compensation paid by our Advisor to Mr. Ramsey and Ms. Kaiser. A description of the nature and amounts of fees that we paid to our Advisor during 2014 and 2013 is found below under Item 13. “Certain Relationships and Related Transactions, and Director Independence.”

 

Director Compensation

 

If a director is also one of our executive officers, we do not pay any compensation for services rendered as a director. The amount and form of compensation payable to directors who are neither our executive officers nor affiliates of our Advisor (such directors are “outside directors”) for their service to us is determined by our board of directors, based upon information provided by our Advisor. Mr. Ramsey, who manages and controls our Advisor, is involved in advising on the compensation to be paid to our outside directors.

 

We have provided below certain information regarding compensation paid to our directors for the year ended December 31, 2014. 

 

Name  Fees Earned or Paid
in Cash ($)(1)		   Stock
Awards ($)		   All Other
Compensation ($)		   Total ($) 
William Bloomer(2)  $9,750   $—   $—   $9,750 
Billy Butcher   22,750              22,750 
Romeo Cefalo   23,250    —    —    23,250 
Barry Chase   25,250    —    —    25,250 
Daniel A. Decker   21,750              21,750 
Steven Pearson   22,750    —    —    22,750 
John Mark Ramsey (3)   —    —    —    — 
Ronald Shuck   30,750    —    —    30,750 
James Skorheim   28,750    —    —    28,750 

 

 

(1)Includes fees paid in 2015 for services rendered in 2014.

(2)William Bloomer retired from the board of directors effective May 8, 2014.

(3)Directors who are either (i) our executive officers, or (ii) affiliated with our Advisor, do not receive compensation for services rendered as a director.

  

We pay each of our outside directors for attending board and committee meetings as follows:

 

·$3,000 per regular board meeting attended in person or by teleconference. Effective commencing with the first regular board meeting of 2015 we increased the cash compensation for attendance at a regular board meeting to $4,500 per meeting attended in person or by teleconference. We expect to hold four regular meetings per year.

 

·$750 per special board meeting attended in person or by teleconference. The special board meeting fee will apply to any board meeting called by our officers that is not a regular board meeting.

 

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·$1,000 per committee meeting attended.

 

·An additional committee chair fee of $500 per meeting for the chair of the audit committee.

 

·An additional committee chair fee of $250 per meeting for the respective chairs of the compensation, investment and independent directors committees.

 

All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors and committees.

 

Equity-Based Compensation

 

We have adopted an Employee and Director Long-Term Incentive Plan to (i) provide incentives to individuals chosen to receive share-based awards because of their ability to improve operations and increase our profits; (ii) encourage selected persons to accept or continue employment with us or our Advisor or one of our other affiliates; and (iii) increase the interest of our independent directors in our welfare through their participation in the growth in the value of our common stock. The total number of shares of common stock we have reserved for issuance under the Employee and Director Long-Term Incentive Plan is equal to 10% of our outstanding shares at any time. No awards have been granted under the plan. Our Employee and Director Long-Term Incentive Plan was approved prior to the commencement of our public offering by our board of directors and initial stockholder.

 

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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Equity Compensation Plan Information

 

The following table provides summary information about securities issuable under our equity compensation plans as of December 31, 2014.

 

Plan category  Number of securities
to be issued upon exercise
of outstanding options,
warrants, and rights		   Weighted average
exercise price of
outstanding options,
warrants, and rights		   Number of securities
remaining available for
future issuance
under equity
compensation plans		 
Equity compensation plans approved
by security holders		   —   $—    (1)
Equity compensation plans not approved by security holders   —    —    — 
Total   —    —    (1)

 

(1) The number of shares authorized for issuance pursuant to the Employee and Director Long-Term Incentive Plan is equal to 10% of our outstanding stock at any time.  As discussed above under the heading “Equity-based Compensation,” no awards have been granted under the Employee and Director Long-Term Incentive Plan.

 

Ownership of Equity Securities by Directors and Executive Officers

 

The following table sets forth information as of March 15, 2015, regarding the beneficial ownership of our common stock by each of our directors, each of our named executive officers, and our directors and executive officers as a group. The percentage of beneficial ownership is calculated based on 11,480,620 shares of common stock outstanding as of March 15, 2015. 

 

Name of Beneficial Owner  Amount and Nature 
of Beneficial 
Ownership(1) 		   Percentage 
of Class		 
John Mark Ramsey   —    — 
Sharon Kaiser   —    — 
Billy Butcher   —    — 
Romeo Cefalo   —    — 
Barry Chase   —    — 
Daniel Decker   —    — 
Steven Pearson   —    — 
Ronald Shuck   —    — 
James Skorheim   —    — 
All current directors and executive officers as a group (nine persons)   —    — 

 

 

*Less than 1%.

 

(1)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities and shares issuable pursuant to options, warrants and similar rights held by the respective person or group that may be exercised within 60 days following March 15, 2015. Except as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. None of the securities listed are pledged as security.

 

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Ownership of Equity Securities by Certain Beneficial Owners

 

The following table sets forth information as of March 15, 2015, regarding the beneficial ownership of the persons that are known to us to be the beneficial owners of more than 5% of our common stock and Series C Preferred Stock, which constitute our two classes of voting securities. The percentage of beneficial ownership is calculated based on 11,480,620 shares of common stock and 1,000 shares of Series C Preferred Stock outstanding as of March 15, 2015.

 

Name of Beneficial Owner  Amount and
Nature
of Beneficial
Ownership of
Common
Stock (1)		   Percentage 
of Class		   Amount and
Nature
of Beneficial
Ownership
of Series C
Preferred
Stock (1)		   Percentage
of Class		 
Sentinel RE Investment Holdings LP (2)   10,993,613(3)   48.9%   1,000    100%

 

 

*Less than 1%.
(1)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities and shares issuable pursuant to options, warrants and similar rights held by the respective person or group that may be exercised within 60 days following March 15, 2015. None of the securities listed are pledged as security.
(2)These securities are held directly by Sentinel RE Investment Holdings LP. Sentinel RE Investment Holdings GP LLC is the general partner of Sentinel RE Investment Holdings LP. KKR REPA AIV-1 L.P. is the managing member of Sentinel RE Investment Holdings GP LLC. KKR Associates REPA L.P. is the general partner of KKR REPA AIV-1 L.P. KKR REPA GP LLC is the general partner of KKR Associates REPA L.P. KKR Fund Holdings L.P. is the sole member of KKR REPA GP LLC. KKR Fund Holdings GP Limited is a general partner KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC. Each of Sentinel RE Investment Holdings GP LLC, KKR REPA AIV-1 L.P., KKR Associates REPA L.P., KKR REPA GP LLC, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by Sentinel RE Investment Holdings LP.
(3)Represents Series B Preferred Units of our operating partnership. Subject to the terms of the Second Amended and Restated Limited Partnership Agreement of our operating partnership, dated as of August 5, 2013, entered into by and among the Company, HPC LP TRS, LLC, and Sentinel RE Investment Holdings LP, Sentinel RE Investment Holdings LP has the right to convert 1,101,560 Series B Preferred Units into 10,993,613 common units of our operating partnership, which are then exchangeable for shares of our common stock on a one-for-one basis.

 

Potential Change of Control

 

The KKR Equity Commitment and the transactions contemplated thereby may result in a change of control of the Company. Based on the capitalization of the Company as of March 15, 2015, if the maximum amount of $158.7 million is drawn by us under the KKR Equity Commitment, then the Investor and its affiliates would hold approximately 58% of our voting capital stock as well as the same percentage of our as-converted common stock by virtue of their combined interests in the Series C Preferred Stock and Series B Preferred Units.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The independent directors committee has reviewed the material transactions between our related persons and us during our two most recently completed fiscal years, as well as any such currently proposed transactions. Based upon the independent directors committee’s review of these transactions and of the fees paid to affiliates of the company during this period, the independent directors committee believes that all of the transactions have been fair and reasonable to the company and on terms and conditions not less favorable to us than those available from unaffiliated third parties. Set forth below is a description of such transactions and our policy regarding the review and approval of transactions involving affiliates.

 

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Advisory Relationship with Sentio Investments

 

Throughout 2013 we were party to an Advisory Agreement with our external Advisor, Sentio Investments, LLC (referred to herein as our Advisor or “Sentio Investments”), which became effective on January 1, 2012 for a one year term ending December 31, 2012. The Advisory Agreement was renewed for additional one-year terms commencing on January 1, 2013, January 1, 2014, and January 1, 2015, however, as discussed below under the heading “Transition Agreement” certain provisions of the Advisory Agreement have been amended as a result of the execution on February 10, 2013 of a Transition to Internal Management Agreement which was subsequently amended in April 2014 and February 2015 (as amended, the “Transition Agreement”) with Sentio Investments.

 

John Mark Ramsey, our Chief Executive Officer, President and a member of our board of directors, is also the Chief Executive Officer and majority owner of Sentio Investments. Sharon Kaiser, our Chief Financial Officer, Treasurer and Secretary, is also an executive officer and an employee of Sentio Investments.

 

Pursuant to the provisions of the Advisory Agreement, Sentio Investments, as Advisor, is responsible for managing, operating, directing and supervising the operation of our company and its assets. Generally, Sentio Investments is responsible for providing us with (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services. Sentio Investments is subject to the supervision and ultimate authority of our board of directors and has a fiduciary duty to our company and its stockholders.

 

The fees and expense reimbursements payable or paid to Sentio Investments under the Advisory Agreement, and subject to the terms of the Transition Agreement, as discussed below under the heading “Transition Agreement,” are described below.

 

Offering Stage Fees and Expenses:

 

·If our board of directors determines that it is advisable and in our best interests to conduct an offering of our securities, Sentio Investments will be responsible for managing and supervising such offering activities and will be entitled to be reimbursed for organizational and offering costs paid by Sentio Investments on our behalf from the proceeds of such offering. Organizational and offering costs consist of all expenses (other than sales commissions and the dealer manager fees) to be paid by us in connection with our offerings, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable offering expenses. However, Sentio Investments would be required to reimburse us to the extent that our organization and offering expenses are in excess of 15% of gross offering proceeds at the conclusion of such offering. During the years ended December 31, 2013 and 2014, Sentio Investments incurred no organization and offering expenses on our behalf.

 

Acquisition and Operating Stage Fees and Expenses:

 

·Subject to the limitation on fees agreed to in the Transition Agreement, we are obligated to pay Sentio Investments acquisition fees in an amount equal to 1.0% of the sum of the amount actually paid or allocated to the purchase, development, construction or improvement of an investment, inclusive of the acquisition expenses associated with such investment, and the amount of any debt attributable to such investment. With respect to acquisitions made through a joint venture in which the Company is a co-venturer, the acquisition fee payable to Sentio Investments will be equal to 1.0% of the Company’s allocable portion of the amount actually paid or allocated to the purchase, development, construction or improvement of the investment, inclusive of the acquisition expenses associated with such investment, and the Company’s allocable portion of any debt attributable to such investment. An acquisition fee will be payable to Sentio Investments at the time we acquire the related investment. In addition, we are required to reimburse Sentio Investments for direct costs Sentio Investments incurs and pays to third parties in connection with the selection and acquisition of potential investments, whether or not we ultimately acquire them. During the years ended December 31, 2013 and 2014, Sentio Investments earned approximately $0.5 million and $1.6 million, respectively, of acquisition fees from us and incurred no acquisition expenses on our behalf.

 

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·We are not required to reimburse Sentio Investments or its affiliates for any of their costs or expenses that are not directly attributable to our business, including without limitation (i) any personnel costs incurred by Sentio Investments to its employees, and (ii) any costs related to Sentio Investments’ rent, utilities and general overhead. We are responsible for paying directly or reimbursing Sentio Investments for costs that are directly attributable to our business.

 

·Under the Advisory Agreement, Sentio Investments must restrict total operating expenses for the preceding four consecutive fiscal quarters, as determined at the end of each fiscal quarter, to the greater of 2% of the Company’s Average Invested Assets (as defined in the Advisory Agreement) or 25% of the Company’s net income for such period (the “2%/25% Guidelines”), unless the independent directors committee determines that a higher level of expenses is justified, based on unusual and non-recurring factors which it deems sufficient. If the independent directors committee does not approve such excess as being so justified, the Advisory Agreement and our charter require that any amount in excess of the 2%/25 Guidelines (an “Excess Amount”) paid to Sentio Investments during a fiscal quarter shall be repaid to us. For the four quarters ended December 31, 2013 and December 31, 2014, our management fees and expenses and operating expenses totaled $4.6 million and $5.8 million, respectively. These amounts did not exceed the greater of 2% of our average invested assets and 25% of our net income.

 

·Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay Sentio Investments a financing coordination fee for services rendered by Sentio Investments in connection with the refinancing of any of our debt obligations in an amount equal to 0.5% of the gross amount of any such refinancing, provided however, that Sentio Investments will not be entitled to a financing coordination fee in connection with the refinancing of debt obligations secured by any particular asset that was subject to a refinancing in connection with which Sentio Investments received a financing coordination fee within the immediately preceding three year period. Any such financing coordination fee is payable to Sentio Investments upon the closing of the related refinancing. During the years ended December 31, 2013 and 2014, Sentio Investments earned approximately $0.1 million and $0.1 million of financing coordination fees from us, respectively.

 

·Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay Sentio Investments a monthly asset management fee in an amount equal to one-twelfth of 1.0% of our assets under management, calculated on a monthly basis as of the last day of each month. Additionally, subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, with respect to fiscal quarters in which distributions declared to stockholders and cash available for distribution for such fiscal quarter are each at least $0.125 per share, we are also obligated to pay Sentio Investments a quarterly bonus asset management fee equal to the lesser of (i) one-fourth of 0.15% of our assets under management, calculated on a quarterly basis as of the last day of the quarter, or (ii) $150,000. During the years ended December 31, 2013 and 2014, Sentio Investments earned approximately $2.9 million and $4.1 million, respectively, of asset management fees from us.

 

·Subject to the limitation on fees agreed to in the Transition Agreement, if we retain Sentio Investments or one of its affiliates to manage or lease any of our properties, we will pay Sentio Investments or such affiliate a market-based fee in accordance with a separately negotiated property management, leasing and development agreement to be approved by the independent directors committee, which agreement may provide for fees similar to what other management or leasing companies generally charge for the management or leasing of similar properties, and which may include reimbursement for the costs and expenses Sentio Investments or its affiliates incurs in managing or leasing our properties. During the years ended December 31, 2013 and 2014, we did not pay any property management, leasing or development fees to Sentio Investments.

 

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Listing/ Liquidation Stage Fees and Expenses:

 

·Subject to the limitation on fees agreed to in the Transition Agreement, if Sentio Investments or one of its affiliates provides a substantial amount of the services (as determined by a majority of our directors, including a majority of our independent directors committee) in connection with the sale of one or more of our properties, other than a sale in connection with a transaction in which we sell, grant, convey or relinquish our ownership of all or substantially all of our assets, we would be required to pay Sentio Investments or such affiliate at closing a disposition fee equal to the lesser of (i) 1.0% of the sales price of such property or properties, or (ii) one-half of the competitive real estate commission in light of the size, type and location of the property. The disposition fee may be paid in addition to real estate commissions paid to non-affiliates, provided that the total real estate commissions (including such disposition fee) paid to all persons by us for each property shall not exceed an amount equal to the lesser of (i) 6.0% of the aggregate contract sales price of each property or (ii) the competitive real estate commission for each property. During the years ended December 31, 2013 and 2014, Sentio Investments earned approximately $0.1 million and $0.0 million, respectively, of disposition fees from us.

 

·As described in further detail below under “Transition Agreement” under certain circumstances, Sentio Investments may be entitled to incentive fee amounts upon a listing or liquidation of the Company, or upon a termination of the Advisory Agreement. During the years ended December 31, 2013 and 2014, we did not pay any incentive fees to Sentio Investments related to listing or liquidation of the Company, or a termination of the Advisory Agreement.

  

Fee Credit

 

Sentio Investments may advise other owners or prospective owners of assets in the healthcare sector and earn fees for such efforts. However, in the event that a third party owner contracts with Sentio Investments for the provision of advisory services, Sentio Investments will be required to reduce the fees that we pay pursuant to the Advisory Agreement as follows: (A) if the contractual fees to be paid by such third party owner to Sentio Investments are, on a percentage basis, greater than or equal to 90% of the corresponding or analogous fees charged to us, then Sentio Investments will reduce the amount of fees charged to us by a dollar amount equal to 50% of the corresponding or analogous fees actually paid to Sentio Investments by such third party owner; and (B) if the contractual fees to be paid by such third party owner to Sentio Investments are, on a percentage basis, less than 90% of the corresponding or analogous fees charged to us, then Sentio Investments will reduce the dollar amount of fees charged to us by an amount equal to 25% of the corresponding or analogous fees actually paid to Sentio Investments to such third party owner.

 

Term and Termination

 

The Advisory Agreement with Sentio Investments has a one-year term, which may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Advisory Agreement may be terminated by us or by Sentio Investments without cause and without penalty upon 60 days written notice to the other party. Either party may terminate the agreement immediately in the event that the other party (i) commences bankruptcy or similar insolvency proceedings, or (ii) commits a material breach of the agreement which is not cured within 30 days after written notice from the non-breaching party, or which the non-breaching party reasonably determines cannot be cured within 30 days.

 

Transition Agreement

 

In connection with entering into the KKR Equity Commitment on February 10, 2013 (the “Commitment Effective Date”), we entered into the Transition Agreement with Sentio Investments and the Investor. The Transition Agreement sets forth the terms for our transition from our current externally-advised structure to an internal management structure. The Transition Agreement provides that the existing external advisory structure will remain in place upon substantially the same terms as currently in effect until February 10, 2017, subject to annual renewals of the Advisory Agreement in accordance with the requirements of the Company’s governing documents, at the end of which time the advisory function will be internalized in accordance with the Transition Agreement.

 

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As noted above, Mr. Ramsey is the Chief Executive Officer and majority owner of Sentio Investments, and Ms. Kaiser is an executive officer and an employee of Sentio Investments.

 

The Transition Agreement limits the amount of the fees payable under our existing Advisory Agreement with Sentio Investments. Specifically, notwithstanding the provisions of the Advisory Agreement, acquisition fees, financing coordination fees, asset management fees, property management and leasing fees, and disposition fees payable under the Advisory Agreement are limited to an amount no more than (1) $3.2 million plus an excess amount of $3.2 million (the “Excess Fee Amount”) during the one-year period following the Commitment Effective Date, and (2) $3.2 million plus any remaining portion of the Excess Fee Amount during the period from the first to the second anniversary of the Commitment Effective Date. The maximum aggregate amount of such fees payable to the Advisor from the Commitment Effective Date through the second anniversary of the Commitment Effective Date under these limits was $9.6 million (the “Maximum Fee Amount”). Solely with respect to any fees earned by the Advisor during the period from the first to the second anniversary of the Commitment Effective Date in excess of the Maximum Fee Amount, such fees will be included in fees payable during the one-year period following the second anniversary of the Commitment Effective Date, subject to a maximum amount of $1.0 million. For the one-year period from the second to the third anniversary of the Commitment Effective Date, as well as for the one-year period from the third to the fourth anniversary of the Commitment Effective Date, the same limits will apply to the aggregate fees the Advisor can earn such that the aggregate amount of such fees payable to the Advisor from the second anniversary to the fourth anniversary of the Commitment Effective Date is equal to the Maximum Fee Amount.

 

The Transition Agreement also amends the Advisory Agreement to modify the terms of the subordinated incentive fees to which our Advisor may be entitled under certain circumstances. Specifically, the Transition Agreement provides for the following possible incentive amounts to be payable to our Advisor:

 

·Subordinated Sales and Financings Promote. A subordinated sales and financings promote may be payable to the Advisor upon a distribution to holders of shares of our common stock outstanding as of the Commitment Effective Date (the “Legacy Common Shares”) resulting from a sale and financing of one or more of our assets, which will be determined and paid as an amount of shares of common stock equal to the ratio of:

 

o10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share cash distributions to the holders of the Legacy Common Shares in respect of cash from sales and financings, plus (ii) the total amount of all previous dividends or distributions paid on the Legacy Common Shares since the date of the inception of the Company’s initial public offering; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the date of the closing of the applicable sale or financing on the Legacy Common Shares;

 

over:

 

othe net asset value per share of common stock as of the closing of the applicable sale or financing (as defined in the Transition Agreement).

 

However, if the subordinated sales and financings promote is payable as the result of a sale of all or substantially all of the assets of the Company, then the promote will be paid in cash rather than shares of common stock.

 

·Subordinated Internalization Promote. In connection with a termination of the Advisory Agreement upon consummation of an internalization, the Advisor may be entitled to a subordinated internalization promote determined and paid on the third anniversary of the Commitment Effective Date (unless delayed in accordance with the Transition Agreement), in an amount consisting of the sum of:

 

oa cash payment equal to 40% of:

 

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§10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share net asset value on the determination date, plus (ii) the total amount of dividends or distributions paid on the Legacy Common Shares from date from inception of the Company’s initial public offering through the determination date; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the determination date on the Legacy Common Shares (such amount, the “Subordinated Internalization Cash Amount”); and

 

an amount of shares of common stock equal to the ratio of: 

 

§60% of the Subordinated Internalization Cash Amount;

 

over:

 

§the net asset value per share of common stock as of the determination date (as defined in the Transition Agreement).

 

However, in the event the common stock is listed on a national stock exchange as of the determination date, the amount of the subordinated internalization promote will be determined by reference to the market value of a share of common stock (as defined in the Transition Agreement), rather than the net asset value. Furthermore, the amount of the subordinated internalization promote will be reduced by the amount of any subordinated sales and financings promote previously earned by our Advisor.

 

·Subordinated Performance Fee Due Upon Termination. If (1) we terminate the Advisory Agreement prior to an internalization for any reason other than a material breach by the Advisor, (2) the Advisory Agreement is not renewed (other than in connection with an internalization) because we are unwilling to renew the agreement on substantially similar terms, or (3) the Advisor terminates the Advisory Agreement prior to an internalization because of a material breach by us, then, we will pay the Advisor a subordinated performance fee due upon termination, payable in the form of a promissory note bearing simple interest at a rate of 5% per annum, in a principal amount equal to:

 

o10% the amount, if any, by which (A) the sum of (i) the product of the Legacy Common Shares times the per share net asset value at the termination date and (ii) total distributions (excluding any stock dividend and distributions paid on shares of common stock redeemed by the Company) paid on the Legacy Common Shares through the termination date, exceeds (B) the sum of (i) the total invested capital for the Legacy Common Shares and (ii) the total distributions required to be made to the Legacy Common Shares in order to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the termination date;

 

oless any prior payment to our Advisor of a subordinated sales and financings promote.

 

Upon the internalization date established pursuant to the Transition Agreement, we will acquire all of the Advisor’s assets that are reasonably necessary for the management and operation of our business (we refer to such a transaction as an internalization). On or prior to the internalization date, our Advisor will facilitate our efforts to hire the employees of the Advisor. With respect to certain key persons, we will be required to enter into employment agreements based upon market terms established in consultation with an independent compensation consultant. The Investor will have the right to consent to our hiring of all key personnel. Upon an internalization or a Liquidation Event (as defined in the investor rights agreement entered in connection with the KKR Equity Commitment), then our Advisor will receive a fee in an amount that is the lesser of (i) $4.0 million or $3.0 million (depending on when the event occurs), and (ii) the remaining portion of the $9.6 million maximum fee amount, if any, not previously paid to our Advisor.

 

In connection with entering into the Transition Agreement, we and our Advisor have generally agreed not to terminate the Advisory Agreement without the prior consent of the Investor.

 

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KKR Equity Commitment

 

Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of three years, up to $158.7 million in aggregate issuance amount of shares of newly issued Series C Preferred Stock and newly issued Series B Preferred Units of our operating partnership. The terms of the KKR Equity Commitment and the related agreements and securities are described in detail in our Current Report on Form 8-K filed with the SEC on February 12, 2013.

 

Billy Butcher, who has served as one of our directors since March 12, 2013 and was elected to be one of our directors in connection with, and as a condition to, the execution of KKR Equity Commitment is an executive officer of Sentinel RE Investment Holdings GP LLC, which is the general partner of the Investor. Mr. Butcher is also employed by KKR as a Director in its Real Estate business.

 

Daniel Decker who has also served as one of our directors since March 12, 2013 and was elected to be one of our directors in connection with, and as a condition to, the execution of KKR Equity Commitment. Mr. Decker is associated with the Investor and KKR. Mr. Decker, through an entity that he owns, is a co-investor with the Investor in us in connection with the KKR Equity Commitment.

 

As a result of the transactions contemplated by the KKR Equity Commitment, the Investor currently beneficially owns an aggregate of 10,993,613 shares of common stock of the Company, which represent, in the aggregate, approximately, 48.9% of the outstanding shares of common stock.

 

Amendments to Securities Purchase Agreement

 

Effective April 8, 2014, the Securities Purchase Agreement was amended to allow the operating partnership to issue up to $29 million of additional Series B Preferred Units to the Investor for the purpose of funding a repurchase of the Company’s stock under the tender offer discussed below under the heading “Tender Offer” (the “Second Amendment Agreement”). As a result of the Second Amendment Agreement, the Securities Purchase Agreement was also amended to delay and potentially reduce the unused capital fee payable by the Company to the Investor during the first year of the term of the Securities Purchase Agreement, depending on the success of the tender offer.

 

On December 22, 2014, the Securities Purchase Agreement was amended again (the “Third Amendment Agreement”) to permit us to use the KKR Equity Commitment to finance the origination and funding of non-recourse loans to third-party borrowers for the development, construction and leasing of health care properties (each a “Construction Loan”). Previously, the KKR Equity Commitment only contemplated the financing of real estate acquisitions.

 

Pursuant to the Third Amendment Agreement, the procedures for the delivery and review of a put exercise notice were revised to account for the potential financing by the Company, via the KKR Equity Commitment, of a Construction Loan. Under the Third Amendment Agreement, we may deliver a put exercise notice related to a Construction Loan (a “Construction Loan Put Exercise”) that the Investor may then approve or disapprove in its discretion. If the Investor accepts the Construction Loan Put Exercise, the Investor is then committed to fund the full put exercise amount included in the related notice. However, the Investor shall fund the put exercise amount in installments (commencing on the closing of the Construction Loan Put Exercise) pursuant to a draw schedule provided by us, which draw schedule we may adjust by no more than 10% without further approval by the Investor. Notwithstanding the fact that at the closing of the Construction Loan Put Exercise the Investor will not contribute cash to the operating partnership in the full put exercise amount, the operating partnership will issue Series B Preferred Units to the Investor in an amount that reflects the full amount of the Construction Loan Put Exercise. In the event the Company experiences a liquidation event (as defined in the Investor Rights Agreement), the Investor is required to immediately advance to us all Construction Loan Put Exercise amounts remaining to be funded. Finally, the term of the Securities Purchase Agreement was revised to provide that if the draw schedule of a Construction Loan Put Exercise extends beyond the initially contemplated term of the Securities Purchase Agreement, the Securities Purchase Agreement shall continue, solely with respect to the obligation of the Investor to continue funding amounts under a Construction Loan Put Exercise and any rights and obligations of the parties with respect thereto, beyond the initially contemplated term and shall terminate automatically on the date the unfunded amount of a Construction Loan Put Exercise equals zero dollars.

 

57
 

 

Amendment to Second Amended and Restated Operating Partnership Agreement

 

On December 22, 2014, the Company, HPC LP TRS, LLC and the Investor entered the First Amendment to the Second Amended and Restated Limited Partnership Agreement (the “Partnership Amendment”) to revise certain terms of the Series B Preferred Units included in the Second Amended and Restated Limited Partnership Agreement to be consistent with the changes effected in the Third Amendment Agreement.

 

Pursuant to the Partnership Amendment, any Series B Preferred Units issued in connection with a Construction Loan Put Exercise related to the Georgetown transaction would receive cash distributions at a reduced annual rate equal to 6.0% in preference to any distributions paid to common units. In addition, in consideration of the fact that at any closing of a Construction Loan Put Exercise, the operating partnership will issue Series B Preferred Units in the full amount of the exercise put amount committed by the Investor notwithstanding the fact that the Investor will contribute the cash to the operating partnership in installments pursuant to a draw schedule as described above, the preferred return for a Construction Loan Put Exercise will be calculated based solely on the exercise put amount related to the Construction Loan Put Exercise that has been funded as opposed to the full amount of Series B Preferred Units outstanding. The Partnership Amendment further adjusts the “catch-up” return common stockholders must receive to a weighted average of 7.5% and 6.0% to account for the different rate of return on any Series B Preferred Units issued in connection with a Construction Loan Put Exercise for the Georgetown transaction. For additional information regarding the Georgetown Transaction see below under the heading “Georgetown Transaction.”

 

The Partnership Amendment also permits the operating partnership to engage in a sale of the assets or equity of the operating partnership without the consent of the Investor, which would otherwise be required under the Second Amended and Restated Limited Partnership Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the operating partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Shares and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units. Finally, the Partnership Amendment requires prior Investor approval for any material changes to the transaction documents related to the Georgetown transaction.

 

Amendment to Investor Rights Agreement

 

On December 22, 2014, the Company and the Investor entered into the First Amendment to Investor Rights Agreement to amend the Investor Rights Agreement to permit the Company to engage in a sale of the assets or equity of the operating partnership and the Company without the consent of the Investor, which would otherwise be required under the Investor Rights Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the operating partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Shares and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.

 

Real Estate Acquisitions

 

On October 18, 2013, in connection with our acquisition of the Woodbury Mews property in Woodbury, New Jersey, the Investor completed the first put exercise under the KKR Equity Commitment, purchasing 1,000 shares of newly issued Series C Preferred Stock and 142,000 newly-issued Series B Preferred Units in our operating partnership for an aggregate purchase price of $14.3 million. In addition, on December 5, 2013, in connection with our acquisition of an interest in the Standish Village property in Dorchester, Massachusetts the Investor completed a second put exercise under the KKR Equity Commitment, purchasing 51,000 newly-issued Series B Preferred Units for an aggregate purchase price of $5.1 million.

 

58
 

 

On April 4, 2014, in connection with our acquisition of an interest in the Compass on the Bay property in Boston, Massachusetts the Investor completed a put exercise under the KKR Equity Commitment, purchasing 54,000 newly-issued Series B Preferred Units for an aggregate purchase price of $5.4 million. On August 13, 2014, in connection with our acquisition of the St. Andrew’s Village property in Aurora, Colorado, the Investor completed a put exercise under the KKR Equity Commitment, purchasing 127,310 newly-issued Series B Preferred Units for an aggregate purchase price of $12.7 million. On November 14, 2014, in connection with our acquisition of the Wildewood property in California, Maryland and the Live Oaks Portfolio in Louisiana, the Investor completed a put exercise under the KKR Equity Commitment, purchasing 86,710 newly-issued Series B Preferred Units for an aggregate purchase price of $8.67 million. On December 15, 2014, in connection with our acquisition of the Gables Portfolio in Ohio, the Investor completed a put exercise under the KKR Equity Commitment, purchasing 56,880 newly-issued Series B Preferred Units for an aggregate purchase price of $5.69 million. On December 30, 2014, in connection with our acquisition of the Sumter Place and Sumter Grand properties in The Villages, Florida, the Investor completed a put exercise under the KKR Equity Commitment, purchasing 341,400 newly-issued Series B Preferred Units for an aggregate purchase price of $34.1 million.  

 

Tender Offer

 

On April 10, 2014, we announced the commencement of an issuer tender offer to purchase for cash up to $35 million of our issued and outstanding shares of common stock from stockholders at a price of $8.50 per share. On May 22, 2014, we amended the tender offer to increase the purchase price to $9.00 per share and to extend the tender offer expiration date. The tender offer expired on June 12, 2014. We purchased 1,113,213 shares of our common stock pursuant to the tender offer for an aggregate cost of approximately $10.0 million, excluding fees and expenses related to the tender offer paid by the Company. The tender offer was funded by a sale of 87,260 newly-issued Series B Preferred Units to the Investor for an aggregate purchase price of $8.7 million on June 18, 2014, and the remainder from the Company’s existing cash.

 

Georgetown Transaction

 

On January 15, 2015, we originated a development loan in the amount of $41.9 million for The Delaney at Georgetown Village development project located in Georgetown, Texas (the “Georgetown Loan”). On January 16, 2015, in connection with our origination of the Georgetown Loan, the Investor completed a put exercise under the KKR Equity Commitment, purchasing 155,000 newly-issued Series B Preferred Units for an aggregate purchase price of $41.9 million (the “Georgetown Put Exercise”). On January 16, 2015, we entered a letter agreement with the Investor (the “Letter Agreement”) to divide the issuance of Series B Preferred Units related to the Georgetown Put Exercise into two issuances in recognition of the fact that if Series B Preferred Units were issued for the full Georgetown Put Exercise amount of $41.9 million certain “change-of-control” provisions would be triggered in our loan documents, which, without consents from the lenders thereto, would have caused us to be in default under such loan documents.

 

After giving effect to the 155,000 Series B Preferred Units issued upon the closing of the Georgetown Put Exercise and the Series B Preferred Units relating to the Georgetown Put Exercise remaining to be issued pursuant to the Letter Agreement, 220,580 Series B Preferred Units remained issuable under the Securities Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Securities Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition or construction loan.

 

Policy regarding Transactions with Affiliates

 

Our charter requires our independent directors committee to review and approve all transactions involving our affiliates and us. Prior to entering into a transaction with an affiliate that is not covered by our Advisory Agreement with our Advisor, a majority of the independent directors committee must conclude that the transaction is fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. Furthermore, our independent directors committee must review at least annually our fees and expenses to determine that the expenses incurred are reasonable in light of our investment performance, our net asset value, our net income and the fees and expenses of other comparable unaffiliated REITs. In addition, our Code of Business Conduct and Ethics sets forth examples of types of transactions with related parties that would create conflicts of interest between the interests of our stockholders and the private interests of the parties involved in such transactions. Our directors and officers are required to take all reasonable action to avoid such conflicts of interest or the appearance of conflicts of interest. If a conflict of interest becomes unavoidable, our directors and officers are required to report the conflict to a designated ethics contact, which, depending on the circumstances of the transaction, would be either our chief executive officer, chief financial officer, or the chairman of our audit committee. The appropriate ethics contact is then responsible for working with the reporting director or officer to monitor and resolve the conflict of interest in accordance with our Code of Business Conduct and Ethics.

 

59
 

 

Director Independence

 

Our charter contains detailed criteria for determining the independence of our directors and requires a majority of the members of our board of directors to qualify as independent. The board of directors consults with our legal counsel to ensure that the board’s independence determinations are consistent with our charter and applicable securities and other laws and regulations. Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his family members, and Sentio Healthcare Properties, our senior management and our independent registered public accounting firm, the board of directors has determined that Romeo Cefalo, Barry Chase, Steven Pearson, Ronald Shuck and James Skorheim are independent, and consequently the majority of our board of directors is comprised of independent directors. In addition, Mr. William Bloomer, who served as a director until his resignation in May 2014 was also independent. Furthermore, although our shares are not listed on a national securities exchange, a majority of the members of our board of directors, and all of the members of our audit committee, independent directors committee and compensation committee are independent under the rules of the NASDAQ stock market.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Independent Registered Public Accounting Firm

 

KPMG LLP (“KPMG”) has served as our independent registered public accounting firm since September 11, 2012. Our management believes that KPMG is knowledgeable about our operations and accounting practices and is well qualified to act as our independent registered public accounting firm.

 

Audit, Audit-Related, Tax and Other Fees

 

The audit committee reviewed the audit and nonaudit services performed by KPMG, as well as the fees charged by KPMG for such services. In its review of the nonaudit service fees, the audit committee considered whether the provision of such services was compatible with maintaining the independence of KPMG.

 

The following table presents the aggregate fees billed to us for the years ended December 31, 2014 and 2013 by our principal accounting firm: 

 

Services  2014   2013 
Audit Fees(1)  $332,100   $478,000 
Audit-Related Fees   87,350    27,000 
Tax Fees(2)   —    — 
All Other Fees   —    — 
Total  $419,450   $505,000 

 

(1)Audit fees billed in 2014 and 2013 consisted of the audit of our annual consolidated financial statements, a review of our quarterly consolidated financial statements, and statutory and regulatory audits, consents and other services related to filings with the SEC.
(2)Tax services billed in 2014 and 2013 consisted of tax compliance and tax planning and advice.

 

60
 

 

Pre-Approval Polices

 

The audit committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and the rules and regulations of the SEC which are approved by the audit committee prior to the completion of the audit. All services rendered by our independent registered public accounting firms for the years ended December 31, 2014 and 2013 were pre-approved in accordance with the policies and procedures described above.

 

PART IV

 

ITEM 15.           EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) (1) Financial Statements
     
    The following financial statements are included in a separate section of this Annual Report on Form 10-K commencing on the page numbers specified below:
     
    Report of Independent Registered Public Accounting Firm (KPMG LLP)
     
    Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013
     
    Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012

 

61
 

  

    Consolidated Statements of Equity for the Years Ended December 31, 2014, 2013, and 2012
     
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
     
    Notes to Consolidated Financial Statements
     
  (2) Financial Statement Schedules
     
    Schedule III — Real Estate and Accumulated Depreciation
     
  (3) Exhibits
     

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm (KPMG LLP) 63
   
Consolidated Balance Sheets 64
Consolidated Statements of Operations 65
Consolidated Statements of Equity 66
Consolidated Statements of Cash Flows 67
Notes to Consolidated Financial Statements 68

 

62
 

  

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders

Sentio Healthcare Properties, Inc.:

 

We have audited the accompanying consolidated balance sheets of Sentio Healthcare Properties, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 2014. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule III. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule III based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sentio Healthcare Properties, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

/s/ KPMG LLP

 

Orlando, Florida

March 20, 2015

Certified Public Accountants

 

63
 

  

SENTIO HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2014 and 2013

 

   December 31, 
   2014   2013 
ASSETS          
Cash and cash equivalents  $35,564,000   $21,792,000 
Investments in real estate:          
Land   42,266,000    28,561,000 
Buildings and improvements, net   306,788,000    192,495,000 
Furniture, fixtures and vehicles, net   8,987,000    4,743,000 
Intangible lease assets, net   11,028,000    9,420,000 
    369,069,000    235,219,000 
Deferred financing costs, net   3,338,000    1,966,000 
Investment in unconsolidated entities   5,146,000    1,297,000 
Tenant and other receivables, net   4,037,000    3,204,000 
Deferred costs and other assets   5,554,000    3,469,000 
Restricted cash   5,161,000    3,930,000 
Goodwill   5,965,000    5,965,000 
Total assets  $433,834,000   $276,842,000 
           
LIABILITIES AND EQUITY          
Liabilities:          
Notes payable, net  $276,476,000   $181,645,000 
Accounts payable and accrued liabilities   10,178,000    5,367,000 
Prepaid rent and security deposits   3,029,000    1,996,000 
Distributions payable   1,446,000    1,589,000 
Total liabilities   291,129,000    190,597,000 
Equity:          
Preferred Stock Series C, $0.01 par value; 1,000 shares authorized; 1,000 and 1,000 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively.   -    - 
Common stock, $0.01 par value; 580,000,000 shares authorized; 11,472,765 and 12,608,534 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively   115,000    126,000 
Additional paid-in capital   66,792,000    83,346,000 
Accumulated deficit   (18,714,000)   (16,048,000)
Total stockholders' equity   48,193,000    67,424,000 
Noncontrolling interests:          
Series B convertible preferred OP units   91,088,000    15,100,000 
Other noncontrolling interest   3,424,000    3,721,000 
Total equity   142,705,000    86,245,000 
Total liabilities and equity  $433,834,000   $276,842,000 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

64
 

  

SENTIO HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2014, 2013 and 2012

 

   December 31, 
   2014   2013   2012 
Revenues:               
Rental revenues  $49,922,000   $35,357,000   $33,123,000 
Resident fees and services   28,845,000    24,888,000    13,981,000 
Tenant reimbursements and other income   2,798,000    1,610,000    1,529,000 
    81,565,000    61,855,000    48,633,000 
Expenses:               
Property operating and maintenance   50,841,000    37,710,000    29,941,000 
General and administrative   1,321,000    1,597,000    1,783,000 
Asset management fees   4,135,000    2,944,000    2,152,000 
Real estate acquisition costs   2,724,000    1,472,000    1,387,000 
Depreciation and amortization   11,793,000    8,691,000    7,095,000 
    70,814,000    52,414,000    42,358,000 
Income from operations   10,751,000    9,441,000    6,275,000 
                
Other (income) expense:               
Interest expense, net   9,912,000    8,263,000    6,960,000 
Equity in loss from unconsolidated entities   352,000    73,000    228,000 
Loss on debt extinguishment and other expense   -    352,000    1,179,000 
Gain on disposition of investment in unconsolidated entity   -    (1,701,000)   - 
Gain on remeasurement of investment in unconsolidated entity   -    -    (1,282,000)
Net Income (loss)   487,000    2,454,000    (810,000)
Preferred return to series B preferred OP units   2,567,000    244,000    - 
Net income attributable to other noncontrolling interests   586,000    322,000    72,000 
Net (loss) income attributable to common stockholders  $(2,666,000)  $1,888,000   $(882,000)
                
Basic and diluted weighted average number of common shares   12,242,324    12,734,907    12,871,670 
Basic and diluted net (loss) income per common share attributable to common stockholders  $(0.22)  $0.15   $(0.07)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

65
 

  

SENTIO HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

For the Years Ended December 31, 2014, 2013 and 2012

 

   Preferred Stock   Common Stock           Total         
   Number of
shares		   Stock Par
Value		   Number of
Shares		   Stock Par
Value		   Additional
Paid-In Capital		   Accumulated
Deficit		   Stockholders'
Equity		   Noncontrolling
Interest		   Total 
BALANCE - December 31, 2011  -   $-   12,916,612   $129,000   $96,542,000   $(17,054,000)  $79,617,000   $1,242,000   $80,859,000 
Redeemed Shares   -    -    (108,939)   (1,000)   (1,013,000)   -    (1,014,000)   -    (1,014,000)
Noncontrolling interest contribution   -    -    -    -    -    -    -    3,444,000    3,444,000 
Distributions   -    -    -    -    (3,940,000)   -    (3,940,000)   (630,000)   (4,570,000)
Net (loss) income   -    -    -    -    -    (882,000)   (882,000)   72,000    (810,000)
BALANCE - December 31, 2012  -   $-   12,807,673   $128,000   $91,589,000   $(17,936,000)  $73,781,000   $4,128,000   $77,909,000 
Issuance of Common Stock   -    -    5,204    -    52,000    -    52,000    -    52,000 
Issuance of Series C Preferred Stock   1,000    -    -    -    100,000    -    100,000    -    100,000 
Issuance of Series B Preferred OP Units, net   -    -    -    -    -    -    -    15,100,000    15,100,000 
Redeemed Shares   -    -    (204,343)   (2,000)   (2,041,000)   -    (2,043,000)   -    (2,043,000)
Offering Costs   -    -    -    -    (91,000)   -    (91,000)   -    (91,000)
Noncontrolling interest contribution   -    -    -    -    -    -    -    275,000    275,000 
Distributions   -    -    -    -    (6,263,000)   -    (6,263,000)   (1,248,000)   (7,511,000)
Net income   -    -    -    -    -    1,888,000    1,888,000    566,000    2,454,000 
BALANCE - December 31, 2013  1,000   $-   12,608,534   $126,000   $83,346,000   $(16,048,000)  $67,424,000   $18,821,000   $86,245,000 
Issuance of Common Stock   -    -    27,407    -    308,000    -    308,000    -    308,000 
Issuance of Series B Preferred OP Units, net   -    -    -    -    -    -    -    75,015,000    75,015,000 
Redeemed Shares   -    -    (1,163,176)   (11,000)   (10,588,000)   -    (10,599,000)   -    (10,599,000)
Offering Costs   -    -    -    -    (289,000)   -    (289,000)   -    (289,000)
Noncontrolling interest contribution   -    -    -    -    -    -    -    293,000    293,000 
Distributions   -    -    -    -    (5,985,000)   -    (5,985,000)   (2,770,000)   (8,755,000)
Net income   -    -    -    -    -    (2,666,000)   (2,666,000)   3,153,000    487,000 
BALANCE - December 31, 2014  1,000   $-   11,472,765   $115,000   $66,792,000   $(18,714,000)  $48,193,000   $94,512,000   $142,705,000 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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SENTIO HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2014, 2013 and 2012

 

    Year ended December 31,  
    2014     2013     2012  
Cash flows from operating activities:                        
Net income (loss)   $ 487,000     $ 2,454,000     $ (810,000 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                        
Amortization of deferred financing costs     589,000       429,000       474,000  
Depreciation and amortization     11,793,000       8,691,000       7,095,000  
Straight-line rent and above/below market lease amortization     (686,000 )     (639,000 )     (716,000 )
Gain on disposition of investment in unconsolidated entity     -       (1,701,000 )     -  
Amortization of loan premium     (63,000 )     (70,000 )     -  
Real estate contingent consideration     -       -       110,000  
Gain on remeasurement of investment in unconsolidated entity     -       -       (1,282,000 )
Equity in loss from unconsolidated entities     352,000       73,000       228,000  
Bad debt expense     276,000       50,000       51,000  
Deferred tax benefit     (869,000 )     (549,000 )     (225,000 )
Changes in operating assets and liabilities:                        
Tenant and other receivables     (125,000 )     (451,000 )     88,000  
Deferred costs and other assets     (186,000 )     83,000       (828,000 )
Restricted cash     (65,000 )     (366,000 )     4,000  
Prepaid rent and tenant security deposits     887,000       117,000       344,000  
Accounts payable and accrued expenses     807,000       770,000       1,516,000  
Net cash provided by operating activities     13,197,000       8,891,000       6,049,000  
Cash flows from investing activities:                        
Real estate acquisitions     (135,018,000 )     (53,677,000 )     (18,151,000 )
Additions to real estate     (1,501,000 )     (644,000 )     (658,000 )
Purchase of an interest in an unconsolidated entity     (4,837,000 )     -       (2,490,000 )
Proceeds from disposition of investment in unconsolidated entity     -       3,534,000       -  
Restricted cash     (501,000 )     257,000       (19,000 )
Acquisition deposits     (490,000 )     (120,000 )     -  
Distributions from unconsolidated entities     636,000       427,000       248,000  
Net cash used in investing activities     (141,711,000 )     (50,223,000 )     (21,070,000 )
Cash flows from financing activities:                        
Proceeds from issuance of Series B OP units, net     75,145,000       15,126,000       -  
Proceeds from the issuance of Series C preferred stock     -       100,000       -  
Redeemed shares     (10,599,000 )     (2,043,000 )     (1,014,000 )
Proceeds from notes payable     104,095,000       55,885,000       54,533,000  
Repayment of notes payable     (15,515,000 )     (19,534,000 )     (39,388,000 )
Payment of real estate contingent consideration     -       -       (980,000 )
Offering costs     (289,000 )     (91,000 )     -  
Deferred financing costs     (1,961,000 )     (698,000 )     (1,347,000 )
Noncontrolling interest contribution     -       275,000       603,000  
Distributions paid to series B preferred OP units and other noncontrolling interests     (2,770,000 )     (1,248,000 )     (630,000 )
Distributions paid to stockholders     (5,820,000 )     (6,155,000 )     (3,221,000 )
Net cash provided by financing activities     142,286,000       41,617,000       8,556,000  
Net increase (decrease) in cash and cash equivalents     13,772,000       285,000       (6,465,000 )
Cash and cash equivalents - beginning of year     21,792,000       21,507,000       27,972,000  
Cash and cash equivalents - end of year   $ 35,564,000     $ 21,792,000     $ 21,507,000  
                         
Supplemental disclosure of cash flow information:                        
Cash paid for interest   $ 9,215,000     $ 7,829,000     $ 6,356,000  
Cash paid for income taxes   $ 451,000     $ 464,000     $ 580,000  
                         
Supplemental disclosure of non-cash financing and investing activities:                        
Distributions declared not paid   $ 1,354,000     $ 1,528,000     $ 1,533,000  
Distributions reinvested   $ 31,000     $ 61,000     $ -  
Note payable assumed in connection with real estate acquisitions   $ 6,594,000     $ -     $ 44,241,000  
Equity contribution by noncontrolling interest   $ 293,000     $ -     $ -  
Non-cash equity contributions and remeasurement related to real estate acquisitions   $ -     $ -     $ 5,995,000  
Accrued preferred stock offering costs   $ 130,000     $ 26,000     $ -  
Accrued deferred acquisition costs   $ 302,000     $ -     $ -  
Accrued additions to real estate   $ 43,000     $ 26,000     $ -  

 

The accompanying notes are an integral part of these consolidated figures

 

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SENTIO HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2014, 2013 and 2012

 

1. Organization

 

Sentio Healthcare Properties, Inc., a Maryland corporation, was formed on October 16, 2006 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in and owning commercial real estate. As used in this report, the “Company”, “we”, “us” and “our” refer to Sentio Healthcare Properties, Inc. and its consolidated subsidiaries, except where context otherwise requires. Effective January 1, 2012, subject to certain restrictions and limitations, our business is managed by Sentio Investments, LLC, a Florida limited liability company that was formed on December 20, 2011 (the “Advisor”). Prior to January 1, 2012, we were externally advised by Cornerstone Leveraged Realty Advisors, LLC.

 

Sentio Healthcare Properties OP, LP., a Delaware limited partnership (the “Operating Partnership”), was formed on October 17, 2006. At December 31, 2014, we owned 100% of the outstanding common units in the Operating Partnership and the HC Operating Partnership, LP, a subsidiary of the Operating Partnership. Pursuant to the terms of the KKR Equity Commitment (as described in Note 2), we have issued Series B Convertible Preferred Units in the Operating Partnership (“Series B Preferred Units”) to the Investor (as described in Note 2), the terms of which provide that the Investor may convert its preferred units into common units in its discretion. On an as-converted basis, the Investor owns 45% and we own the remaining interest in the Operating Partnership and the HC Operating Partnership, LP. We anticipate that we will conduct all or a portion of our operations through the Operating Partnership. Our financial statements and the financial statements of the Operating Partnership are consolidated in the accompanying consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.  

 

2. Equity Issuances

 

Our charter authorizes the issuance of up to 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share. 

 

From June 2008 until May 2011, we conducted public offerings of our shares of common stock. Our initial public offering terminated on February 3, 2011, immediately prior to commencement of our follow-on public offering on February 4, 2011. As of December 31, 2014, we had sold a total of 12.7 million shares of our common stock pursuant to our initial and follow-on public offerings for aggregate gross proceeds of $127.0 million.

 

On February 10, 2013, we entered into a series of agreements, which have been amended at various times after February 10, 2013, with the Sentinel RE Investment Holdings LP (the “Investor”), an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) for the purpose of obtaining up to a $158.7 million equity commitment to be used to finance future investment opportunities (such investment and the related agreements, are referred to herein collectively as the “KKR Equity Commitment”). Pursuant to the KKR Equity Commitment, the Company authorized and issued  1,000 shares of  Senior Cumulative Preferred Stock, Series C, $0.01 par value per share (the “Series C Preferred Stock”), representing an aggregate issuance amount of $100,000. The Operating Partnership may issue Series B Preferred Units up to an aggregate issuance amount of $158.6 million. Subject to certain limitations, the Series B Preferred Units may be converted into common stock of the Company. The obligations of KKR to fund and of the Company to draw funds under the KKR Equity Commitment are subject to various conditions, limitations and penalties.

 

On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to our distribution reinvestment plan. The distribution reinvestment plan offering shares were initially offered at a purchase price of $10.02 per share, which was the then-current estimated per-share value of our common stock. Effective February 28, 2014, the distribution reinvestment plan offering shares are being offered at a purchase price of $11.63 per share, which is our updated estimated per-share value of our common stock as of February 28, 2014. As of December 31, 2014, we had sold a total of 583,611 shares of our common stock pursuant to our distribution reinvestment plan offering for aggregate gross proceeds of $5.6 million.

 

3. Summary of Significant Accounting Policies

 

The summary of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

 

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Cash and Cash Equivalents

 

We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.

 

Restricted Cash

 

Restricted cash represents cash held in interest bearing accounts and amounts related to impound reserve accounts for property taxes and insurance as required under the terms of mortgage loan agreements. Based on the intended use of the restricted cash, we have classified changes in restricted cash within the statements of cash flows as operating or investing activities.

 

Principles of Consolidation and Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (“VIEs”), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary.

 

Investments in Unconsolidated Entities

 

We account for our investments in unconsolidated joint ventures under the equity method of accounting. We exercise significant influence, but do not control these entities or direct the activities that most significantly impact the venture’s performance. Investments in unconsolidated entities are recorded initially at cost and subsequently adjusted for cash contributions and distributions. We recognize our allocable share of the equity in earnings of our unconsolidated entities based on the respective venture’s structure and preferences.

 

Real Estate Purchase Price Allocation

 

We allocate the purchase price of our properties in accordance with ASC 805-10, “Business Combinations.” Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, site improvements, tenant improvements, intangible lease assets or liabilities including in-place leases, above market and below market leases, tenant relationships and goodwill. We allocated the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our assets is being charged to expense on a straight-line basis over the assigned useful lives. The value of the building and improvements are depreciated over an estimated useful life of 15 to 39 years.

 

In-place lease values are calculated based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant.

 

Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The value of acquired above and below market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations.

 

We amortize the value of in-place leases and above and below market leases over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the tenant improvements, intangible lease assets or liabilities and the in-place lease value will be immediately charged to expense.

 

Goodwill represents the excess of acquisition cost over the fair value of identifiable net assets of the business acquired.

 

Impairment of Real Estate Assets and Goodwill

 

Real Estate Assets

 

We assess whether there has been impairment in the value of our investments in real estate whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our portfolio is evaluated for impairment on a property-by-property basis. Indicators of potential impairment include the following:

 

·Change in strategy resulting in a decreased holding period;

 

·Decreased occupancy levels;

 

·Deterioration of the rental market as evidenced by rent decreases over numerous quarters;

 

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·Properties adjacent to or located in the same submarket as those with recent impairment issues; and/or

 

·Tenant financial problems.

 

During 2014, 2013 and 2012, we did not record any impairment charges related to our investments in real estate. The assessment as to whether our investments in real estate are impaired is highly subjective. The calculations, which are primarily based on discounted cash flow analyses, involve management’s best estimate of the holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements for each property. A change in any one or more of these factors could materially impact whether a property is impaired as of any given valuation date.

 

Goodwill

 

We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The guidance on goodwill impairment requires us to annually test goodwill for impairment under a two-step impairment test or under a qualitative assessment which became optional in 2011. In Step 1 of the two-step test, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting unit based on the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then the company records an impairment loss equal to the difference.

  

For the years ended December 31, 2014 and 2013, the Company performed Step 1 in its evaluation of goodwill. The Company did not record any impairment charges related to our goodwill.

 

Income Taxes

 

For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008, which imposes limitations related to operating assisted-living properties.

 

Each taxable REIT subsidiary (“TRS”) is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

 

Uncertain Tax Positions

 

In accordance with the requirements of ASC 740-10, “Income Taxes,” favorable tax positions are included in the calculation of tax liabilities if it is more likely than not that the Company’s adopted tax position will prevail if challenged by tax authorities. As a result of our REIT status, we are able to claim a dividends-paid deduction on our tax return to deduct the full amount of common dividends paid to stockholders when computing our annual taxable income. A REIT is subject to a 100% tax on the net income from prohibited transactions. A “prohibited transaction” is the sale or other disposition of property held primarily for sale to customers in the ordinary course of a trade or business. There is a safe harbor which, if met, expressly prevents the Internal Revenue Service (the “IRS”) from asserting the prohibited transaction test. As we have not had any sales of properties to date, the prohibited transaction tax is not applicable. We have no income tax expense, deferred tax assets or deferred tax liabilities associated with any such uncertain tax positions for the operations of any entity included in the consolidated results of operations.

 

Tenant and Other Receivables

 

Tenant and other receivables are comprised of rental and reimbursement billings due from tenants. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts. Management assesses the realizability of tenant receivables on an ongoing tenant by tenant basis and provides for allowances as such balances, or portions thereof, become uncollectible. For the years ended December 31, 2014 and December 31, 2013 provisions for bad debts amounted to approximately $276,000 and $50,000, respectively. The allowance for tenant receivables is included in property operating and maintenance expenses in the accompanying consolidated statements of operations.

 

Deferred Financing Costs

 

Costs incurred in connection with debt financing are recorded as deferred financing costs. Deferred financing costs are amortized using a method which approximates the effective interest rate method over the contractual terms of the respective financings.

 

Revenue Recognition

 

Revenue is recognized when four basic criteria are met: persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases may provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants.

 

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Noncontrolling Interest in Consolidated Subsidiaries

 

Noncontrolling interests include the portion of consolidated entities that are not owned by the Company, and the KKR net investment of $94.7 million in Series B Preferred Units. The Series B Preferred Units have a liquidation preference that is determined as the greater of: (i) $ 100 per unit, plus accrued and unpaid distributions or (ii) the distribution that would be made on number of common shares into which shares of Series B Preferred Units could be converted.

 

ASC 810-10-65 Consolidation clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10-65 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.

 

We periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.

 

Fair Value of Financial Instruments

 

FASB ASC 825-10, “Financial Instruments,” requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value.

 

Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity’s assumptions about market participant assumptions used to value an asset or liability.

 

Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

 

Level 1.  Quoted prices in active markets for identical instruments.

 

Level 2.  Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3.  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument.

 

We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow.

 

Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of notes payable, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.

 

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Use of Estimates

 

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could materially differ from those estimates.

 

New Accounting Standards

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.

 

4. Acquisitions

 

2014 Acquisitions

 

Compass on the Bay

 

On April 4, 2014, through wholly-owned subsidiaries, we acquired a 95% interest in a joint venture entity that will own Compass on the Bay, located in Boston, MA. Compass on the Bay has a total of 56 beds in 39 units, which are dedicated to both assisted living and memory care. Senior Living Residences, LLC and its affiliates (collectively, “SLR”), which is not affiliated with us, is our joint venture partner in the $11.7 million transaction. Prior to the completion of this transaction, Compass on the Bay was owned by SLR and a third-party entity. SLR specializes in the acquisition, development and management of senior housing communities.

 

St. Andrews Village

 

On August 20, 2014, through a wholly-owned subsidiary, we acquired real estate property (“St. Andrews Village”) from ERB PROPCO SAV, LLC, which is not affiliated with us, for a purchase price of $42.5 million plus closing costs and expenses. St. Andrews Village is a senior living community that consists of 146 independent living units, 60 assisted living units, and 40 skilled nursing facility units in Aurora, Colorado. St. Andrews Village is leased to ERB OPCO SAV, LLC under the terms of a net lease with an initial term of 10 years.

 

Live Oaks Village of Hammond and Slidell

 

On November 14, 2014, through a wholly-owned subsidiary, we acquired real estate property (“Live Oaks”) from CBC Slidell, LLC, CBC Hammond, LLC, Slidell Senior Living, LLC and Hammond Senior Living, LLC (collectively, the “Sellers”), none of which are affiliated with us or our Advisor, for an approximate purchase price of $12.7 million. The Live Oak Portfolio consists of two assisted living and memory care facilities (“Hammond” and “Slidell”) with a total of 94 units, located in Louisiana. After the transaction occurred, we transitioned the Portfolio management to SRI Management, LLC (“Superior Residences” or “Superior”), which is not affiliated with us.

 

Spring Village at Wildewood

 

On November 24, 2014, through a wholly-owned subsidiary, we acquired real estate property (“Spring Village at Wildewood” or “Wildewood”) from Wildewood Operating Company, LLC, which is not affiliated with us, for a purchase price of $9.65 million. Wildewood received its Certificate of Occupancy in May 2014 and opened later that month in California, Maryland. The senior housing facility has a total of 48 units dedicated to both assisted living and memory care. We entered into a management agreement with Woodbine Senior Living (“Woodbine”) to operate Wildewood. Woodbine currently manages Floral Vale and Forestview, and the properties have been full for the past several years.

 

Gables of Hudson

 

On December 18, 2014, through wholly owned subsidiaries, we acquired real estate property (“Gables of Hudson”) from Great-Hudson, LLC, and Gables-Hudson, LLC (collectively, the “Sellers”), none of which are affiliated with us or our Advisor, for a net approximate purchase price of $16.75 million. Gables of Hudson has a total of 114 beds in 112 units, which are dedicated to both assisted living and memory care located in Hudson, Ohio. Prior to the completion of this transaction, Gables of Hudson was owned and operated by Gables Management Company, Inc. (“Gables Management”). We will retain Gables Management on a fee basis to operate Gables of Hudson, which will result in a new operator relationship for the REIT.

 

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Sumter Place

 

On December 31, 2014, through a wholly-owned subsidiary, we acquired real estate (“Sumter Place”) from Retirement One, LLC, which is not affiliated with us, for a purchase price of $48.5 million. Sumter Place is a senior living community that consists of 148 units dedicated to both assisted living and memory care in The Villages, Florida. The current manager of the Portfolio is KR Management.

 

The following summary provides the allocation of the acquired assets and liabilities for the above acquisitions as of the acquisition date. We have accounted for the acquisitions as business combinations under GAAP. Under business combination accounting, the assets and liabilities of the acquired properties were recorded as of the acquisition date, at their respective fair values, and consolidated in our financial statements. The details of the purchase prices of the acquired properties are set forth below:

 

   Sumter Place   Gables of Hudson   The Villages at
Wildewood		   Live Oaks Village
of Hammond		   Live Oaks Village
of Slidell		   St. Andrews
Village		   Compass on the
Bay		 
Land  $-   $974,000   $683,000   $694,000   $476,000   $5,351,000   $5,551,000 
Buildings and improvements   46,013,000    15,363,000    8,451,000    5,619,000    4,547,000    35,444,000    4,825,000 
Furniture, fixtures and vehicles   1,454,000    1,101,000    455,000    235,000    273,000    1,121,000    392,000 
Intangible assets   2,007,000    1,089,000    61,000    437,000    419,000    584,000    652,000 
Intangible liability (1)   (974,000)   -    -    -    -    -    - 
Contingent Liability (2)   -    (1,777,000)   -    -    -    -    - 
Real estate acquisition  $48,500,000   $16,750,000   $9,650,000   $6,985,000   $5,715,000   $42,500,000   $11,420,000 
Acquisition expenses  $703,000   $272,000   $340,000   $151,000   $127,000   $704,000   $289,000 

 

(1)This balance represents the fair value of the above market ground lease associated with the land in the Sumter Place acquisition.

 

(2)This balance represents an earnout liability the sellers of Gables of Hudson are entitled to based on a net operating income threshold. The earliest period of the earnout will be twelve months after the acquisition date and will expire (if not achieved) 36 months after close.

 

The following unaudited pro forma information for the years ended December 31, 2014 and 2013 have been prepared to reflect the incremental effect of the 2014 acquisitions as if such acquisitions had occurred on January 1, 2013. We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.

 

   Year Ended   Year Ended 
   December 31, 2014   December 31, 2013 
Revenues  $97,204,000   $78,045,000 
Net (loss) income  $(1,519,000)  $3,003,000 
Basic and diluted net (loss) income per common share attributable to common stockholders  $(0.12)  $0.24 

 

The Company recorded revenues of $2.5 million and a net loss of $0.6 million for the twelve month period ended December 31, 2014 for the Compass on the Bay acquisition.

 

The Company recorded revenues of $1.6 million and a net loss of $0.1 million for the twelve month period ended December 31, 2014 for the St. Andrews Village acquisition.

 

The remaining five entities that were acquired in the fourth quarter of 2014 recorded net revenues of $0.9 million and a net loss of $0.3 million for the twelve month period ended December 31, 2014.

  

2013 Acquisitions

 

Woodbury Mews

 

On October 21, 2013, through wholly-owned subsidiaries, we acquired real estate property (“Woodbury Mews”) from Three WM Real Estate, LLC, Three WM Operating, LLC, Four WM Real Estate, LLC and Four WM Operating, none of which are affiliated with us, for a purchase price of $38.1 million. Woodbury Mews consists of a 129-unit independent living facility, a 98-unit assisted living facility, and four undeveloped land parcels located in Woodbury, New Jersey. We funded the purchase of Woodbury Mews with proceeds from the sale of Series C Preferred Stock and Series B Preferred Units to the Investor, as described in Note 13, and with proceeds from a mortgage loan from KeyBank National Association, Inc., as described in Note 7.

 

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Standish Village Joint Venture

 

On December 6, 2013, through wholly-owned subsidiaries, we invested approximately $5.1 million to acquire 95% of the respective equity interests in Sentio SLR Boston Portfolio, LLC (“Landlord LLC”) and Sentio SLR Boston TRS Portfolio, LLC (“Tenant LLC”) (collectively, we refer to the Landlord LLC and the Tenant LLC as the “SLR Joint Venture”). Landlord LLC, through its wholly-owned subsidiary, indirectly owns 100% of Standish Village. Standish Village has a total of 108 beds in 85 units, which are dedicated to both assisted living and memory care. Tenant LLC owns 100% of the tenant entity that operates the Standish Village licensed community residential care facility. Oaktree SLR, LLC, a Senior Living Residences (“SLR”) affiliate, invested approximately $0.3 million to acquire the remaining 5% equity interests in Landlord LLC and Tenant LLC. As a result of the structure described above, the Company controls Landlord LLC and Tenant LLC and consolidates these entities. We funded the purchase of our interest in the SLR Joint Venture with proceeds from the sale of Series B Preferred Units to the Investor as described in Note 13, and with proceeds from a mortgage loan from CBRE Capital Markets, Inc. as described in Note 7.

 

The following summary provides the allocation of the acquired assets and liabilities as of the acquisition date. We have accounted for the acquisitions as business combinations under GAAP. Under business combination accounting, the assets and liabilities of the acquired properties were recorded as of the acquisition date, at their respective fair values, and consolidated in our financial statements. The details of the purchase prices of the acquired properties are set forth below:

 

   Woodbury Mews   Standish Village 
Land  $2,267,000   $3,100,000 
Buildings and improvements   28,754,000    10,639,000 
Furniture, fixtures and vehicles   1,366,000    790,000 
Intangible assets   5,739,000    1,021,000 
Real estate acquisition  $38,126,000   $15,550,000 
Acquisition expenses  $1,094,000   $326,000 

 

The following unaudited pro forma information for the years ended December 31, 2013 and 2012 have been prepared to reflect the incremental effect of the Woodbury Mews and the Standish Village acquisitions as if such acquisitions had occurred on January 1, 2012. We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.

 

   Year ended   Year ended 
   December 31, 2013   December 31, 2012 
Revenues  $73,607,000   $61,809,000 
Net income (loss)  $2,713,000   $(886,000)
Basic and diluted net income (loss) per common share attributable to common stockholders  $0.21   $(0.07)

 

The Company recorded revenues of $1.7 million and net loss of $1.5 million for the year ended December 31, 2013, for the Woodbury Mews acquisition.

 

The Company recorded revenues of $0.3 million and a net loss of $0.4 million for the year ended December 31, 2013, for the Standish Village acquisition.

   

5. Investments in Real Estate

 

The following table provides summary information regarding our property portfolio of consolidated investments as of December 31, 2014:

 

Property Name  Location  Percentage
Ownership		   Date
Purchased		  Purchase
Price		 
Caruth Haven Court  Highland Park, TX   100%  1/22/2009  $20,500,000 
The Oaks Bradenton  Bradenton, FL   100%  5/1/2009   4,500,000 
GreenTree at Westwood  Columbus, IN   100%  12/30/2009   5,150,000 
Mesa Vista Inn Health Center  San Antonio, TX   100%  12/31/2009   13,000,000 
Rome LTACH Project  Rome, GA   100%  1/12/2010   18,900,000 
Oakleaf Village at Lexington  Lexington, SC   80%  4/30/2010   14,512,000 
Oakleaf Village at Greenville  Greenville, SC   80%  4/30/2010   12,488,000 
Global Rehab Inpatient Rehab Facility  Dallas, TX   100%  8/19/2010   14,800,000 
Terrace at Mountain Creek  Chattanooga, TN   100%  9/3/2010   8,500,000 
Carriage Court of Hilliard  Hilliard, OH   100%  12/22/2010   17,500,000 
Hedgcoxe Health Plaza  Plano, TX   100%  12/22/2010   9,094,000 
River’s Edge of Yardley  Yardley, PA   100%  12/22/2010   4,500,000 
Forestview Manor  Meredith, NH   100%  1/14/2011   10,750,000 
Woodland Terrace at the Oaks  Allentown, PA   100%  4/14/2011   9,000,000 
Amber Glen  Urbana, IL   80%  8/31/2012   13,622,000 
Mill Creek  Springfield, IL   80%  8/31/2012   12,356,000 
Hudson Creek  Bryan, TX   80%  8/31/2012   11,546,000 
Sugar Creek  Normal, IL   80%  8/31/2012   11,963,000 
Woodbury Mews Portfolio  Woodbury, NJ   100%  10/21/2013   38,126,000 
Standish Village  Dorchester, MA   95%  12/6/2013   15,550,000 
Compass on the Bay  Boston, MA   95%  4/4/2014   11,700,000 
St. Andrews Village  Aurora, CO   100%  8/20/2014   42,500,000 
Live Oaks of Hammond  Hammond, LA   100%  11/14/2014   6,985,000 
Live Oaks of Slidell  Slidell, LA   100%  11/14/2014   5,715,000 
Spring Village at Wildewood  California, MD   100%  11/24/2014   9,650,000 
Gables of Hudson  Hudson, OH   100%  12/18/2014   16,750,000 
Sumter Place  The Villages, FL   100%  12/31/2014   48,500,000 

 

As of December 31, 2014, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows:

 

   Land   Buildings and
Improvements		   Furniture, 
Fixtures
and Equipment		   Intangible Lease
Assets		 
Cost  $42,266,000   $327,858,000   $13,125,000   $26,752,000 
Accumulated depreciation and amortization   -    (21,070,000)   (4,138,000)   (15,724,000)
Net  $42,266,000   $306,788,000   $8,987,000   $11,028,000 

 

As of December 31, 2013, accumulated depreciation and amortization related to investments in real estate and related lease intangibles were as follows:

 

   Land   Buildings and
Improvements		   Furniture, Fixtures
and Equipment		   Intangible Lease
Assets		 
Cost  $28,561,000   $206,720,000   $7,505,000   $21,515,000 
Accumulated depreciation and amortization   -    (14,225,000)   (2,762,000)   (12,095,000)
Net  $28,561,000   $192,495,000   $4,743,000   $9,420,000 

 

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Depreciation expense associated with buildings and improvements, site improvements and furniture, fixtures and equipment for the years ended December 31, 2014, 2013, and 2012 was approximately $8.2 million, $5.9 million, and $4.5 million, respectively. Amortization associated with the intangible assets for the years ended December 31, 2014, 2013 and 2012 was $3.6 million, $2.8 million, and $2.6 million, respectively.

 

The estimated useful lives for intangible assets range from one to 20 years. As of December 31, 2014, the weighted-average amortization period for intangible assets was approximately 11 years.

 

Estimated amortization for each of the five following years ended December 31 is as follows:

 

   Intangible Assets
2015   4,359,000
2016   559,000
2017   557,000
2018   557,000
2019   464,000
2020 and thereafter   4,532,000

  

6. Investments in Unconsolidated Entities

 

As of December 31, 2014, the Company owned an interest in the following entities that are accounted for under the equity method of accounting:

 

Entity (1)  Property Type  Acquired  Investment (2)   Ownership% 
Physicians Center MOB  Medical Office Building  April 2012  $309,000    71.9%
Buffalo Crossing  Assisted-Living Facility - Under Development  January 2014  1,161,000    25.0%
The Parkway   Assisted-Living Facility - Under Development  October 2014  3,676,000    65.0%
         $5,146,000      

 

As of December 31, 2013, the Company owned interests in the following entity that was accounted for under the equity method of accounting:

 

Entity (1)  Property Type  Acquired  Investment (2)   Ownership% 
Physicians Center MOB  Medical Office Building  April 2012  $1,297,000    71.9%

 

(1) These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity’s performance.

 

(2) Represents the carrying value of the Company’s investment in each unconsolidated entity.  

 

Summarized combined financial information for the Company’s unconsolidated entities is as follows:

 

   

December 31,

2014 (4)(5)

    

December 31,

2013 (2)

  
Cash and cash equivalents   $ 48,000     $ 97,000  
Investments in real estate, net     27,737,000       8,888,000  
Other assets     769,000       359,000  
Total assets   $ 28,554,000     $ 9,344,000  
                 
Notes payable   $ 17,444,000     $ 7,472,000  
Accounts payable and accrued liabilities     1,676,000       73,000  
Other liabilities     68,000       52,000  
Total stockholders’ equity     9,366,000       1,747,000  
Total liabilities and equity   $ 28,554,000     $ 9,344,000  

  

    For the year ended December 31,  
    2014 (4)(5)     2013  (1)(2)     2012  (1)(2)(3)  
Total revenues   $ 1,631,000     $ 2,294,000     $ 2,433,000  
Net loss     (487,000 )     (158,000 )     (418,000 )
Company’s equity in loss from unconsolidated entities     352,000       73,000       228,000  

  

(1) Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.  
(2) The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
(3) The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
(4) On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
(5) On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.

 

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7. Notes Payable

 

Notes payable were $276.4 million ($276.5 million, including premium) and $181.3 million ($181.7 million, including premium) as of December 31, 2014 and 2013, respectively. As of December 31, 2014, we had total secured mortgage loans with effective interest rates ranging from 2.80% to 6.43% per annum and a weighted-average effective interest rate of 4.13% per annum. As of December 31, 2014, we had $156.4 million of fixed rate debt, or 57% of notes payable, at a weighted average interest rate of 4.89% per annum and $120.0 million of variable rate debt, or 43% of notes payable, at a weighted average interest rate of 3.15% per annum. As of December 31, 2013, we had fixed and variable rate mortgage loans with effective interest rates ranging from 2.80% to 6.50% per annum and a weighted average effective interest rate of 4.91% per annum.

  

On April 4, 2014, the Company acquired a 95% interest in the SLR Joint Venture subject to existing indebtedness of two loans that totaled approximately $6.6 million ($6.3 million, net of discount). The Company assumed one note payable in the amount of approximately $3.9 million with a fixed 3.32% rate of interest and a 35 year term. In addition, the Company assumed a second note payable in the amount of approximately $2.7 million with a fixed 5.65% rate of interest and a 35 year term. These notes payable are secured by the underlying real estate.

 

On August 19, 2014, in connection with the acquisition of St. Andrews Village, we entered into a mortgage agreement with CBRE Capital Markets, Inc. (“CBRE“), an unaffiliated lender, with an outstanding principal balance of approximately $30.2 million, which is secured by St. Andrews Village. The note has a term of nine years with the first two years at a floating interest rate of the one month LIBOR plus 3.07% and the remaining seven years at a fixed rate of interest of 4.64%. Loan payments are interest only for the first four years and thereafter include principal amortization based on a 30-year amortization period.

 

On November 14, 2014, the company entered into a secured loan agreement with KeyBank National Association, Inc. (“KeyBank”), an unaffiliated lender, in the aggregate amount of $38.035 million. The loan represents a refinancing of the loan on Mesa Vista Inn Health Center (“MVI”) as well as a loan in connection with the acquisition of Live Oaks of Hammond, Live Oaks of Slidell, Spring Village at Wildewood, and Gables of Hudson. As of December 31, 2014, a total of $36.035 million was drawn on the loan where the outstanding principal related to MVI is $10.0 million, Live Oaks of Hammond is $4.55 million, Live Oaks of Slidell is $3.7 million, Spring Village at Wildewood is $6.41 million, and Gables of Hudson is $11.375 million. The loan has an initial term of three years with an option to extend the maturity date one year and a floating interest rate of one-month LIBOR plus 2.75% subject to increase in certain circumstances. Loan payments are interest only until the maturity date.

 

On December 31, 2014, in connection with the acquisition of a senior living community in The Villages, Florida (“Sumter Place”), we entered into a mortgage agreement with KeyBank with an outstanding principal balance of approximately $28.9 million, which is secured by Sumter Place. The loan has a term of three years at a floating interest rate of one month LIBOR plus 3.15% subject to increase in certain circumstances. Loan payments are interest only for the initial three year term. We have the right to make prepayments on the loan, in whole or in part, without prepayment penalty provided that the minimum repayment is in increments of at least $500,000. We have an extension option for a single one-year term in which the payments would include principal amortization based on a 30-year amortization period.

 

On December 5, 2013, in connection with our acquisition of an interest in Standish Village, we entered into a mortgage agreement with CBRE with an outstanding principal balance of approximately $10.9 million, which is secured by Standish Village. The loan has an initial term of ten years, and bears interest at a fixed rate of 5.76%. Payments on the loan are due monthly and consist of accrued interest-only during the initial 48 months, and the remaining payments will consist of interest plus principal amortization payments based upon a 25-year amortization schedule.

 

On November 26, 2013, the Company completed a refinancing of the Oakleaf Village Portfolio. Proceeds from the refinancing of $20.0 million exceeded the debt repaid and loan fees and expenses by approximately $2.0 million. The loan is secured by first priority liens on the refinanced properties. The loan has a five-year term with the rate of interest fixed at 4.0% and payments of principal on a 25-year amortization rate. In connection with the closing of the loan, the Company recognized a loss on debt extinguishment in the amount of $0.4 million, which is included in loss on debt extinguishment and other expense in the accompanying consolidated statements of operations.

 

On October 21, 2013, in connection with our acquisition of Woodbury Mews, we entered into a mortgage agreement with KeyBank with an outstanding principal balance of approximately $25.0 million, which is secured by Woodbury Mews. The loan had an initial term of twelve months with two twelve-month extensions available assuming certain criteria are met, and bears interest at a rate of one month LIBOR plus 3.0%. Payments on the loans are due monthly and consist of accrued interest-only during the initial term. If the extension option is exercised, payments will consist of interest plus principal amortization payments based upon a 25-year amortization schedule. This loan has been extended for an additional twelve month term.

 

We are required by the terms of the applicable loan documents to meet certain financial covenants, such as debt service coverage ratios, rent coverage ratios and reporting requirements. As of December 31, 2014, we were in compliance with all such covenants and requirements, with the exception of Woodbury Mews.

 

At December 31, 2014, the average Woodbury Mews occupancy was below the minimum loan requirement, violating a covenant of this loan. Our lender has waived compliance with this covenant for the quarter ended December 31, 2014. In the event that the Company is not in compliance with this covenant in future periods and is unable to obtain a consent or waiver, KeyBank may choose to pursue remedies under the loan which could include foreclosure of the Woodbury Mews Property and enforcement of the Company’s guarantee of up to 25% of the loan balance.

 

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The following table summarizes the debt terms and our outstanding principal loan balances as of December 31, 2014 and December 31, 2013:

 

            Outstanding Principal     Outstanding Principal      
            Balance as of     Balance as of      
Property Name   Payment Type   Interest Rate   December 31, 2014 (1)     December 31, 2013 (1)      Maturity Date
Amber Glen   Principal and interest at a 30-year amortization rate   6.40%—fixed   $ 8,377,000     $ 8,503,000     1-Jun-19
Carriage Court of Hilliard   Principal and interest at a 35-year amortization rate   2.80%—fixed   $ 13,273,000     $ 13,515,000     1-Nov-47
Caruth Haven Court   Principal and interest at a 30-year amortization rate   6.43%—fixed   $ 9,417,000     $ 9,551,000     1-Jan-20
Greentree   Principal and interest at a 30-year amortization rate   4.45%—fixed   $ 3,714,000     $ 3,779,000     1-Jul-19
Forestview Manor   Principal and interest at a 30-year amortization rate   4.45%—fixed   $ 8,433,000     $ 8,580,000     1-Jul-19
Global Rehab Inpatient Rehab Facility (2)   Principal and interest at a 30-year amortization rate   4.75%—fixed   $ 7,136,000     $ 7,248,000     22-Oct-18
Hedgcoxe Health Plaza   Principal and interest at a 30-year amortization rate   4.90%—fixed   $ 5,407,000     $ 5,492,000     14-Aug-22
Hudson Creek   Principal and interest at a 30-year amortization rate   6.11%—fixed   $ 7,753,000     $ 7,866,000     1-Jun-19
Mesa Vista Inn Health Center (4)   Interest only; 30-year amortization rate   One month LIBOR + 2.75%   $ 10,000,000     $ 6,700,000     10-Nov-17
Mill Creek   Principal and interest at a 30-year amortization rate   6.40%—fixed   $ 8,086,000     $ 8,208,000     1-Jun-19
Oakleaf Village Portfolio   Principal and interest at a 25-year amortization rate   4.00%—fixed   $ 19,484,000     $ 20,000,000     26-Nov-18
River’s Edge of Yardley   Principal and interest at a 30-year amortization rate   4.45%—fixed   $ 6,247,000     $ 6,355,000     1-Jul-19
Rome LTACH   Principal and interest at a 25-year amortization rate   4.50%—fixed   $ 12,747,000     $ 13,070,000     31-Mar-17
Sugar Creek   Principal and interest at a 30-year amortization rate   6.20%—fixed   $ 7,589,000     $ 7,703,000     1-Jun-19
The Oaks Bradenton   Principal and interest at a 30-year amortization rate.   4.45%—fixed   $ 3,936,000     $ 4,004,000     1-Jul-19
Terrace at Mountain Creek   Principal and interest at a 30-year amortization rate   4.45%—fixed   $ 8,433,000     $ 8,580,000     1-Jul-19
Woodland Terrace at the Oaks (3)   Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate   4.87%—fixed   $ 8,995,000     $ 6,212,000     1-Oct-24
Woodbury Mews   Interest only; 25- year amortization rate    One month LIBOR + 3.00%   $ 24,889,000     $ 25,000,000     21-Oct-15
Standish Village   Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate   5.76%—fixed   $ 10,885,000     $ 10,885,000     1-Jan-24
Compass on the Bay   Principal and interest at a 35-year amortization rate   3.32%—fixed   $ 3,823,000     $ -     1-Mar-45
Compass on the Bay 2nd   Principal and interest at a 35-year amortization rate   5.65%—fixed   $ 2,701,000             1-Mar-45
Live Oaks of Hammond (5)   Interest only; 30-year amortization rate   One month LIBOR + 2.75%   $ 4,550,000     $ -     10-Nov-17
Live Oaks of Slidell(5)   Interest only; 30-year amortization rate   One month LIBOR + 2.75%   $ 3,700,000     $ -     10-Nov-17
Spring Village at Wildewood(5)   Interest only; 30-year amortization rate   One month LIBOR + 2.75%   $ 6,410,000     $ -     10-Nov-17
Gables of Hudson(5)   Interest only; 30-year amortization rate   One month LIBOR + 2.75%   $ 11,375,000     $ -     10-Nov-17
Sumter Place   Interest only; 30-year amortization rate   One month LIBOR + 3.15%   $ 28,860,000     $ -     31-Dec-17
St. Andrews Village   Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate   Months 1-24 floating rate of one month LIBOR plus 3.07%; 4.64 fixed rate for the remaining term   $ 30,205,000     $ -     1-Sep-23
            $ 276,425,000     $ 181,251,000      
        Add: premium   $ 51,000     $ 394,000      
        Notes payable, net   $ 276,476,000     $ 181,645,000      

 

(1)As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate.
(2)On October 22, 2013, this loan was modified to reduce the interest rate from a variable rate of 6.25% to a fixed rate of 4.75%.
(3)On September 19, 2014, this loan was refinanced with BB&T Real Estate Funding LLC.
(4)On November 14, 2014 this loan was refinanced with KeyBank.
(5)Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million

 

Principal payments due on our notes payable as of December 31, 2014 and each of the five subsequent years are as follows:

 

Year     Principal Amount 
2015  $27,551,000 
2016   2,788,000 
2017   79,528,000 
2018   27,133,000 
2019   67,744,000 
2020 and thereafter   71,681,000 
   $276,425,000 

 

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8. Future Minimum Lease Payments

 

All resident leases in our senior operations living segment are on a month to month basis and are excluded from the following schedule. Future minimum lease payments to be received from leases under the triple-net leased segment and medical office building segment as of December 31, 2014 are as follows:

 

Years ending December 31,  Payment Amount 
2015  $9,277,000 
2016   9,276,000 
2017   9,453,000 
2018   9,656,000 
2019   9,793,000 
2020 and thereafter   58,719,000 

 

9. Concentration of Risks

 

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments; cash is generally invested in investment-grade short-term instruments. As of December 31, 2014, we had cash accounts in excess of Federal Deposit Insurance Corporation insured limits.

 

Concentrations of credit risks arise when a number of operators, tenants or obligors related to our investments are engaged in similar business activities, located in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. We regularly monitor various segments of our portfolio to assess potential concentration of risks. Management believes the current portfolio is reasonably diversified across healthcare-related real estate and does not contain any other significant concentration of credit risks, except as presented below.

 

For the year ended December 31, 2014, the senior living segment generated 89% of the Company’s total revenues. Included in the senior living segment, we owned or had joint venture interests in properties in 13 states of which the properties in five states accounted for 10% or more of our total revenue. The following table provides information about our geographic risk related to each of the five states and their economies for the three years ended December 31, 2014:

 

   Percentage of Total Revenues 
State  December 31,
2014		   December 31,
2013		   December 31,
2012		 
Illinois   13%   17%   7%
Texas   12%   16%   16%
New Jersey   11%   3%   0%
South Carolina   10%   12%   15%
Pennsylvania   10%   11%   14%

 

The Company utilizes third-party operators to provide property management and accounting services for our senior living operations, for which we pay annual management fees. As operators, the Company is not directly exposed to their credit risk. However, we rely on our operators to operate our senior housing operations in compliance with the terms of our management agreements and all applicable laws and regulations. The operators’ inability to satisfy their obligations under the management agreements could have a material adverse effect on us. 

 

The following table provides information about our senior living operators which accounted for 10% or more of our total revenue for the three years ended December 31, 2014:

 

   Percentage of Total Revenues 
Operators  December 31,
2014		   December 31,
2013		   December 31,
2012		 
Good Neighbor Care   18%   20%   25%
JEA Senior Living   17%   21%   9%
Woodbine Senior Living   11%   13%   16%
Compass Pointe   11%   3%   0%
Royal Senior Care   10%   12%   15%

 

10. Segment Reporting

 

As of December 31, 2014, we operated in three reportable business segments for management and internal financial reporting purposes: senior living operations, triple-net leased properties, and medical office building (“MOB”) properties. These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our senior living operations segment primarily consists of investments in senior housing communities located in the United States for which we engage independent third-party managers. Our triple-net leased properties segment consists of investments in skilled nursing and hospital facilities in the United States. These facilities are leased to healthcare operating companies under long-term “triple-net” or “absolute-net” leases, which require the tenants to pay all property-related expenses. Our MOB operations segment primarily consists of investing in medical office buildings and leasing those properties to healthcare providers under long-term leases, which may require tenants to pay property-related expenses.

 

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We evaluate performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenue less property operating and maintenance expenses. There are no intersegment sales or transfers. We use net operating income to evaluate the operating performance of our real estate investments and to make decisions concerning the operation of the property. We believe that net operating income is useful to investors in understanding the value of income-producing real estate. Net income is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as depreciation and amortization, asset management fees and expenses, real estate acquisition costs, interest expense and corporate general and administrative expenses. Additionally, net operating income as we define it may not be comparable to net operating income as defined by other REITs or companies.

 

The following tables reconcile the segment activity to consolidated net income for the years ended December 31, 2014, 2013 and 2012:

 

   For the Year Ended December 31, 2014 
   Senior living
properties		   Triple-net leased
properties		   Medical office
properties		   Consolidated 
Rental revenue  $42,338,000   $6,727,000   $857,000   $49,922,000 
Resident services and fee income   28,845,000    -    -    28,845,000 
Tenant reimbursements and other income   1,606,000    882,000    310,000    2,798,000 
    72,789,000    7,609,000    1,167,000    81,565,000 
Property operating and maintenance expenses   49,592,000    939,000    310,000    50,841,000 
Net operating income  $23,197,000   $6,670,000   $857,000   $30,724,000 
General and administrative                  1,321,000 
Asset management fees and expenses                  4,135,000 
Real estate acquisition costs                  2,724,000 
Depreciation and amortization                  11,793,000 
Interest expense, net                  9,912,000 
Equity in loss from unconsolidated entities                  352,000 
Net income                  487,000 
Preferred return to series B preferred OP units and other noncontrolling interests                  3,153,000 
Net loss attributable to common stockholders                 $(2,666,000)

 

   For the Year Ended December 31, 2013 
   Senior living
properties		   Triple-net leased
properties		   Medical office
properties		   Consolidated 
Rental revenue  $29,266,000   $5,237,000   $854,000   $35,357,000 
Resident services and fee income   24,888,000    -    -    24,888,000 
Tenant reimbursements and other income   424,000    889,000    297,000    1,610,000 
    54,578,000    6,126,000    1,151,000    61,855,000 
Property operating and maintenance expenses   36,525,000    869,000    316,000    37,710,000 
Net operating income  $18,053,000   $5,257,000   $835,000   $24,145,000 
General and administrative                  1,597,000 
Asset management fees and expenses                  2,944,000 
Real estate acquisition costs                  1,472,000 
Depreciation and amortization                  8,691,000 
Interest expense, net                  8,263,000 
Loss on debt extinguishment and other expense                  352,000 
Equity in loss from unconsolidated entities                  73,000 
Gain on disposition of investment in unconsolidated entity                  (1,701,000)
Net income                  2,454,000 
Preferred return to series B preferred OP units and other noncontrolling interests                  566,000 
Net income attributable to common stockholders                 $1,888,000 

 

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   For the Year Ended December 31, 2012 
   Senior living
operation		   Triple-net leased
properties		   Medical office
properties		   Consolidated 
Rental revenue  $27,535,000   $4,742,000   $846,000   $33,123,000 
Resident services and fee income   13,981,000    -    -    13,981,000 
Tenant reimbursements and other income   408,000    807,000    314,000    1,529,000 
    41,924,000    5,549,000    1,160,000    48,633,000 
Property operating and maintenance expenses   28,834,000    806,000    301,000    29,941,000 
Net operating income  $13,090,000   $4,743,000   $859,000   $18,692,000 
General and administrative                  1,783,000 
Asset management fees and expenses                  2,152,000 
Real estate acquisition costs                  1,387,000 
Depreciation and amortization                  7,095,000 
Interest expense, net                  6,960,000 
Loss on debt extinguishment and other expense                  1,179,000 
Equity in loss from unconsolidated entities                  228,000 
Gain on remeasurement of investment in unconsolidated entity                  (1,282,000)
Net loss                  (810,000)
Net income attributable to other noncontrolling interests                  72,000 
Net loss attributable to common stockholders                 $(882,000)

 

The following table reconciles the segment activity to Consolidated Total Assets as of December 31, 2014 and December 31, 2013:

 

   December 31, 2014   December 31, 2013 
Assets          
Investment in real estate:          
Senior living operations  $278,880,000   $185,116,000 
Triple-net leased properties   82,648,000    42,248,000 
Medical office building   7,541,000    7,855,000 
Total reportable segments  $369,069,000   $235,219,000 
Reconciliation to consolidated assets:          
Cash and cash equivalents   35,564,000    21,792,000 
Deferred financing costs, net   3,338,000    1,966,000 
Investment in unconsolidated entities   5,146,000    1,297,000 
Tenant and other receivables, net   4,037,000    3,204,000 
Deferred costs and other assets   5,554,000    3,469,000 
Restricted cash   5,161,000    3,930,000 
Goodwill   5,965,000    5,965,000 
Total assets  $433,834,000   $276,842,000 

 

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As of December 31, 2014 and 2013, goodwill had a balance of approximately $6.0 million all related to our senior living operations segment.

 

11. Fair Value Measurements

  

Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of an equity method investment the Company obtained control of in April 2012 and notes payable discussed below, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.

 

The fair market value of the Company’s notes payable is estimated by discounting future cash flows of each instrument at rates that reflect the current market rates available to the Company for debt of the same terms and maturities. The fair value of the notes payable was determined using Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable was $275.8 million and $178.4 million, compared to the carrying values of $276.4 million ($276.5 million, including premium) and $181.3 million ($181.7 million, including premium) at December 31, 2014 and 2013, respectively.

 

Upon acquiring control of a previously unconsolidated entity in April 2012, the Company recorded its equity method investment at fair value of $6.0 million, and recorded a gain of approximately $1.3 million. The fair value of the equity method investment was estimated using a direct capitalization approach and was measured using Level 3 inputs. The capitalization rate used was 8.25% and a change in this input could result in a significant change in the valuation of our original joint venture investment and a change in the gain from remeasurement recognized during the period.

 

There were no transfers between Levels 1 or 2 during the year ended December 31, 2014. There were no assets or liabilities measured at fair value on a non-recurring basis included in the consolidated balance sheets as of December 31, 2014 or December 31, 2013.

 

12. Income Taxes

 

For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008. REIT status imposes limitations related to operating assisted-living properties. Generally, to qualify as a REIT, we cannot directly operate assisted-living facilities. However, such facilities may generally be operated by a TRS pursuant to a lease with the Company. Therefore, we have formed Master HC TRS, LLC (“Master TRS”), a wholly owned subsidiary of HC Operating Partnership, LP, to lease any assisted-living properties we acquire and to operate the assisted-living properties pursuant to contracts with unaffiliated management companies. Master TRS and the Company made the applicable election for Master TRS to qualify as a TRS. Under the management contracts, the management companies direct control of the daily operations of these assisted-living properties.

 

As of December 31, 2014, we had acquired 14 wholly-owned assisted-living facilities and formed 24 wholly-owned TRSs, which includes a Master TRS that consolidates our wholly-owned TRSs.

 

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Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would establish a valuation allowance which would reduce the provision for income taxes.

 

For the years ended December 31, 2014, 2013 and 2012, our TRS reported net taxable income of approximately $0.8 million, $0.7 million, and $0.7 million, respectively. The TRS recognized a $0.4 million, a $0.1 million and a $0.2 million benefit for federal and state income taxes in 2014, 2013 and 2012, respectively, which have been recorded in general and administrative expenses. Net deferred tax assets related to the TRS entities totaled $2.8 million and $1.9 million at December 31, 2014 and 2013, respectively, related primarily to book and tax basis differences for straight-line rent and accrued liabilities. Realization of these deferred tax assets is dependent in part upon generating sufficient taxable income in future periods. Deferred tax assets are included in deferred costs and other assets in our consolidated balance sheets. We have not recorded a valuation allowance against our deferred tax assets as of December 31, 2014, as we have determined the future taxable income from the operations of the TRS entities are expected to be sufficient to cover the additional future expenses resulting from these book tax differences.

 

13. Stockholders’ Equity

 

Our charter authorizes the issuance of 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share, of which 1,000 shares are designated as Series C Preferred Stock.

 

Common Stock

 

As of December 31, 2014 and 2013 including distributions reinvested, we had issued 13.3 million shares of common stock for a total of $132.3 million of gross proceeds, respectively, in our public offerings.

 

On April 10, 2014, we announced the commencement of an issuer tender offer to purchase for cash up to $35.0 million of our issued and outstanding shares of common stock from stockholders at a price of $8.50 per share. On May 22, 2014, we amended the tender offer to increase the purchase price to $9.00 per share and to extend the tender offer expiration date. The tender offer expired on June 12, 2014. We purchased 1,113,213 shares of our common stock pursuant to the tender offer for an aggregate cost of approximately $10.0 million, excluding fees and expenses related to the tender offer paid by the Company. The tender offer was funded by a sale of Series B Preferred Units to the Investor on June 18, 2014, and the remainder from the Company’s existing cash.

 

Preferred Stock and OP Units

 

As of December 31, 2014 we had issued 1,000 shares of Series C Preferred Stock and 946,560 Series B Preferred Units for gross proceeds of $94.8 million. The Series B Preferred Units outstanding are convertible into approximately 9,446,707 shares of the Company’s common stock and are classified as non-controlling interests in the accompanying consolidated balance sheets.

 

The Series C Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Stock are entitled to receive dividends, as and if authorized by our board of directors out of funds legally available for that purpose, at an annual rate equal to 3% of the liquidation preference for each share. Dividends on the Series C Preferred Stock are payable annually in arrears.

 

The Series B Preferred Units rank senior to the Operating Partnership’s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units are entitled to receive cash distributions at an annual rate equal to 7.5% (with respect to put exercises associated with real property acquisitions) and 6.0% (with respect to put exercises associated with construction loan originations) of the Series B liquidation preference prior to any distributions paid to common units of the Operating Partnership. If the Operating Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10% of the Series B liquidation preference. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate blended return equal to a weighted average interest rate determined taking into account the Series B Preferred Units receiving a 6.0% return and the Series B Preferred Units receiving a 7.5% return per unit in annual distributions commencing from February 10, 2013, and thereafter to the common units and Series B Preferred Units pro rata.

 

After giving effect to the Series C Preferred Stock and Series B Preferred Units issued at December 31, 2014, 639,700 Series B Preferred Units remain issuable under the Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition.

 

Distributions

 

In 2007, we adopted a distribution reinvestment plan that allows our stockholders to have dividends and other distributions otherwise distributable to them, invested in additional shares of our common stock at their election. We registered 10,000,000 shares of our common stock for sale pursuant to the distribution reinvestment plan.

 

Effective as of May 10, 2011, we suspended our distribution reinvestment plan.

 

On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to an amended and restated distribution reinvestment plan (the “DRIP offering”). The DRIP offering shares were initially offered at a purchase price of $10.02, which was the then-current estimated per-share value of our common stock. Effective February 28, 2014, the DRIP offering shares are being offered at a purchase price of $11.63 per share, which is our updated estimated per-share value of common stock as of February 28, 2014. As of December 31, 2014 and December 31, 2013, 583,611 and 556,204 shares, respectively, had been issued under the distribution reinvestment plan.

 

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The following are the distributions declared on our common stock during the years ended December 31, 2014, 2013, and 2012:

 

   Distribution Declared (1) 
Period  Cash   Reinvested   Total 
2012   3,940,000    -    3,940,000 
2013   6,150,000    113,000    6,263,000 
2014   5,646,000    339,000    5,985,000 

 

(1) In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of equity issuances or from borrowings in anticipation of future cash flow.

  

The declaration of distributions is at the discretion of our board of directors. Our board will determine the amount of distributions on a regular basis. The amount of distributions will depend on our funds from operations, financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and other factors our board of directors deems relevant. The rate and frequency of distributions is subject to the discretion of our board of directors and may change from time to time based on our operating results and cash flow.

 

Stock Repurchase Program

 

In 2007, we adopted a stock repurchase program for investors who have held their shares for at least one year, unless the shares are being repurchased in connection with a stockholder’s death. Under our stock repurchase program, the repurchase price varies depending on the purchase price paid by the stockholder and the number of years the shares are held. Our board of directors may amend, suspend or terminate the program at any time with 30 days prior notice to stockholders. We have no obligation to repurchase our stockholders’ shares. In 2009, our board of directors waived the one-year holding period in the event of the death of a stockholder and adjusted the repurchase price to 100% of such stockholders purchase price irrespective of how long the stockholder held the shares.

 

Our stock repurchase program has been suspended since May 29, 2011 for all repurchases, except repurchases due to death of a stockholder. On March 31, 2014, we informed our stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests received prior to March 31, 2014 due to death. Thereafter no shares will be repurchased until the repurchase program is reinstated.

 

During the years ended December 31, 2014, 2013 and 2012, we redeemed shares pursuant to our stock repurchase program as follows:

 

Period  Total Number
of Shares
Redeemed		   Average Price 
2012   108,939    $9.31 
2013   204,343    $9.99 
2014   49,962    $11.63 

 

Employee and Director Incentive Stock Plan

 

We have adopted an Employee and Director Incentive Stock Plan (the “Plan”) which provides for the grant of awards to our directors and full-time employees, as well as other eligible participants that provide services to us. We have no employees, and we currently do not have plans to grant awards under the Plan to persons who are not directors. Awards granted under the Plan may consist of nonqualified stock options, incentive stock options, restricted stock, share appreciation rights, and dividend equivalent rights. The term of the Plan is 10 years. The total number of shares of common stock reserved for issuance under the Plan is equal to 10% of our outstanding shares of stock at any time. As of December 31, 2014 and 2013, we have not granted any awards under the Plan.

 

Tax Treatment of Distributions

 

For tax purposes, our distributions are comprised of taxable ordinary dividend and return of capital. The return of capital for the distributions per share to common stockholders reportable for the years ended December 31, 2014, 2013, and 2012 were as follows:

 

Per Common Shares  2014   2013   2012 
Taxable ordinary dividend  $0.14    27.12%  $0.04    9.25%  $0.04    11.88%
Return of capital  $0.36    72.88%  $0.30    60.53%  $0.27    88.12%
Capital gain  $-    0%  $0.15    30.22%  $-    0%

 

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14. Earnings Per Share

 

We report earnings (loss) per share pursuant to ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of our common stock outstanding during the period. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. The Series B Preferred Units give rise to potentially dilutive securities of our common stock. As of December 31, 2014, 2013, and 2012, there were 946,560, 193,000, and 0, respectively, Series B Preferred Units outstanding, but such units were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods.

 

15. Related Party Transactions

 

Advisory Relationship with the Advisor

 

Throughout 2013 and 2014 we were party to an Advisory Agreement with the Advisor, which became effective on January 1, 2012 for a one-year term ending December 31, 2012. The Advisory Agreement was renewed for additional one-year terms commencing on January 1, 2013, January 1, 2014, and January 1, 2015, however, as discussed below under the heading “Transition to Internal Management Agreement” certain provisions of the Advisory Agreement have been amended as a result of the execution on February 10, 2013 of a Transition to Internal Management Agreement which was subsequently amended in April 2014 and February 2015 (as amended, the “Transition Agreement”) with the Advisor.

 

Pursuant to the provisions of the Advisory Agreement, the Advisor is responsible for managing, operating, directing and supervising the operation of our company and its assets. Generally, the Advisor is responsible for providing us with (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services. The Advisor is subject to the supervision and ultimate authority of our board of directors and has a fiduciary duty to us and our stockholders.

 

The fees and expense reimbursements payable or paid to the Advisor under the Advisory Agreement, and subject to the terms of the Transition Agreement, as discussed below under the heading “Transition to Internal Management Agreement,” are described below.

 

Offering Stage Fees and Expenses:

 

·If our board of directors determines that it is advisable and in our best interests to conduct an offering of our securities, the Advisor will be entitled to be reimbursed for organizational and offering costs paid by the Advisor on our behalf. Organizational and offering costs consist of all expenses (other than sales commissions and the dealer manager fees) to be paid by us in connection with our offerings, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable offering expenses. However, the Advisor would be required to reimburse us to the extent that our organization and offering expenses are in excess of 15% of gross offering proceeds at the conclusion of such offering. During the years ended December 31, 2014 and 2013, the Advisor incurred no organization and offering expenses on our behalf.

Acquisition and Operating Stage Fees and Expenses:

 

·Subject to the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor acquisition fees in an amount equal to 1.0% of the sum of the amount actually paid or allocated to the purchase, development, construction or improvement of an investment, inclusive of the acquisition expenses associated with such investment, and the amount of any debt attributable to such investment. With respect to acquisitions made through a joint venture in which the Company is a co-venturer, the acquisition fee payable to the Advisor will be equal to 1.0% of the Company’s allocable portion of the amount actually paid or allocated to the purchase, development, construction or improvement of the investment, inclusive of the acquisition expenses associated with such investment, and the Company’s allocable portion of any debt attributable to such investment. An acquisition fee will be payable to the Advisor at the time we acquire the related investment. In addition, we are required to reimburse the Advisor for direct costs the Advisor incurs and pays to third parties in connection with the selection and acquisition of potential investments, whether or not we ultimately acquire them. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $1.6 million and $0.5 million, respectively, of acquisition fees from us and incurred no acquisition expenses on our behalf.

 

·We are not required to reimburse the Advisor or its affiliates for any of their costs or expenses that are not directly attributable to our business, including without limitation (i) any personnel costs incurred by the Advisor to its employees, and (ii) any costs related to the Advisor’ rent, utilities and general overhead. We are responsible for paying directly or reimbursing the Advisor for costs that are directly attributable to our business.

 

·

Under the Advisory Agreement, the Advisor must restrict total operating expenses for the preceding four consecutive fiscal quarters, as determined at the end of each fiscal quarter, to the greater of 2% of the Company’s Average Invested Assets (as defined in the Advisory Agreement) or 25% of the Company’s net income for such period (the “2%/25% Guidelines”), unless the independent directors committee determines that a higher level of expenses is justified, based on unusual and non-recurring factors which it deems sufficient. If the independent directors committee does not approve such excess as being so justified, the Advisory Agreement and our charter require that any amount in excess of the 2%/25 Guidelines (an “Excess Amount”) paid to the Advisor during a fiscal quarter shall be repaid to us. For the four quarters ended December 31, 2014 and December 31, 2013, our management fees and expenses and operating expenses totaled $5.8 million and $4.6 million, respectively. These amounts did not exceed the greater of 2% of our average invested assets and 25% of our net income.

 

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·Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor a financing coordination fee for services rendered by the Advisor in connection with the refinancing of any of our debt obligations in an amount equal to 0.5% of the gross amount of any such refinancing, provided however, that the Advisor will not be entitled to a financing coordination fee in connection with the refinancing of debt obligations secured by any particular asset that was subject to a refinancing in connection with which the Advisor received a financing coordination fee within the immediately preceding three year period. Any such financing coordination fee is payable to the Advisor upon the closing of the related refinancing. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $0.1 million of financing coordination fees from us.

 

·Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor a monthly asset management fee in an amount equal to one-twelfth of 1.0% of our assets under management, calculated on a monthly basis as of the last day of each month. Additionally, subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, with respect to fiscal quarters in which distributions declared to stockholders and cash available for distribution for such fiscal quarter are each at least $0.125 per share, we are also obligated to pay the Advisor a quarterly bonus asset management fee equal to the lesser of (i) one-fourth of 0.15% of our assets under management, calculated on a quarterly basis as of the last day of the quarter, or (ii) $150,000. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $4.1 million and $2.9 million, respectively, of asset management fees from us.

 

·Subject to the limitation on fees agreed to in the Transition Agreement, if we retain the Advisor or one of its affiliates to manage or lease any of our properties, we will pay the Advisor or such affiliate a market-based fee in accordance with a separately negotiated property management, leasing and development agreement to be approved by the independent directors committee, which agreement may provide for fees similar to what other management or leasing companies generally charge for the management or leasing of similar properties, and which may include reimbursement for the costs and expenses the Advisor or its affiliates incurs in managing or leasing our properties. During the years ended December 31, 2014 and 2013, we did not pay any property management, leasing or development fees to the Advisor.

 

Listing/ Liquidation Stage Fees and Expenses:

 

·Subject to the limitation on fees agreed to in the Transition Agreement, if the Advisor or one of its affiliates provides a substantial amount of the services (as determined by a majority of our directors, including a majority of our independent directors committee) in connection with the sale of one or more of our properties, other than a sale in connection with a transaction in which we sell, grant, convey or relinquish our ownership of all or substantially all of our assets, we would be required to pay the Advisor or such affiliate at closing a disposition fee equal to the lesser of (i) 1.0% of the sales price of such property or properties, or (ii) one-half of the competitive real estate commission in light of the size, type and location of the property. The disposition fee may be paid in addition to real estate commissions paid to non-affiliates, provided that the total real estate commissions (including such disposition fee) paid to all persons by us for each property shall not exceed an amount equal to the lesser of (i) 6.0% of the aggregate contract sales price of each property or (ii) the competitive real estate commission for each property. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $0.0 million and $0.1 million, respectively, of disposition fees from us.

 

·As described in further detail below under “Transition to Internal Management Agreement” under certain circumstances, the Advisor may be entitled to incentive fee amounts upon a listing or liquidation of the Company, or upon a termination of the Advisory Agreement. During the years ended December 31, 2014 and 2013, we did not pay any incentive fees to the Advisor related to a listing or liquidation of the Company, or a termination of the Advisory Agreement.

  

Transition to Internal Management Agreement

 

In connection with entering into the KKR Equity Commitment, we entered into the Transition Agreement with the Advisor and the Investor. The Transition Agreement sets forth the terms for our transition from our current externally-advised structure to an internal management structure. The Transition Agreement provides that the existing external advisory structure will remain in place upon substantially the same terms as currently in effect until February 10, 2017, subject to annual renewals of the Advisory Agreement in accordance with the requirements of the Company’s governing documents, at the end of which time the advisory function will be internalized in accordance with the Transition Agreement.

 

The Transition Agreement limits the amount of the fees payable under our existing Advisory Agreement with the Advisor. Specifically, notwithstanding the provisions of the Advisory Agreement, acquisition fees, financing coordination fees, asset management fees, property management and leasing fees, and disposition fees payable under the Advisory Agreement are limited to an amount no more than (1) $3.2 million plus an excess amount of $3.2 million (the “Excess Fee Amount”) from February 10, 2013 to February 10, 2014, and (2) $3.2 million plus any remaining portion of the Excess Fee Amount during the period from the February 11, 2014 to February 10, 2015. The maximum aggregate amount of such fees payable to the Advisor from February 10, 2013 through February 10, 2015 under these limits was $9.6 million (the “Maximum Fee Amount”). Solely with respect to any fees earned by the Advisor during the period from February 11, 2014 to February 10, 2015 in excess of the Maximum Fee Amount, such fees will be included in fees payable during the one-year period from February 11, 2015 to February 10, 2016, subject to a maximum amount of $1.0 million. For the one-year period from February 11, 2015 to February 10, 2016, as well as for the one-year period from February 11, 2016 to February 10, 2017, the same limits will apply to the aggregate fees the Advisor can earn such that the aggregate amount of such fees payable to the Advisor from February 11, 2015 to February 10, 2017 is equal to the Maximum Fee Amount.

 

The Transition Agreement also amends the Advisory Agreement to modify the terms of the subordinated incentive fees to which the Advisor may be entitled under certain circumstances. Specifically, the Transition Agreement provides for the following possible incentive amounts to be payable to the Advisor:

 

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  ● Subordinated Sales and Financings Promote. A subordinated sales and financings promote may be payable to the Advisor upon a distribution to holders of shares of our common stock outstanding as of February 10, 2013 (the “Legacy Common Shares”) resulting from a sale and financing of one or more of our assets, which will be determined and paid as an amount of shares of common stock equal to the ratio of:

 

  o 10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share cash distributions to the holders of the Legacy Common Shares in respect of cash from sales and financings, plus (ii) the total amount of all previous dividends or distributions paid on the Legacy Common Shares since the date of the inception of the Company’s initial public offering; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the date of the closing of the applicable sale or financing on the Legacy Common Shares;

 

over:

 

  o the net asset value per share of common stock as of the closing of the applicable sale or financing (as defined in the Transition Agreement).

 

However, if the subordinated sales and financings promote is payable as the result of a sale of all or substantially all of the assets of the Company, then the promote will be paid in cash rather than shares of common stock.

 

  ● Subordinated Internalization Promote. In connection with a termination of the Advisory Agreement upon consummation of an internalization, the Advisor may be entitled to a subordinated internalization promote determined and paid on one-year anniversary of the termination of the Advisor Agreement, in an amount consisting of the sum of:

 

  o a cash payment equal to 40% of:

 

  ● 10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share net asset value on the determination date, plus (ii) the total amount of dividends or distributions paid on the Legacy Common Shares from date from inception of the Company’s initial public offering through the determination date; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the determination date on the Legacy Common Shares (such amount, the “Subordinated Internalization Cash Amount”); and

 

an amount of shares of common stock equal to the ratio of: 

 

  ● 60% of the Subordinated Internalization Cash Amount;

 

over:

 

  ● the net asset value per share of common stock as of the determination date (as defined in the Transition Agreement).

 

However, in the event the common stock is listed on a national stock exchange as of the determination date, the amount of the subordinated internalization promote will be determined by reference to the market value of a share of common stock (as defined in the Transition Agreement), rather than the net asset value. Furthermore, the amount of the subordinated internalization promote will be reduced by the amount of any subordinated sales and financings promote previously earned by our Advisor.

 

  ● Subordinated Performance Fee Due Upon Termination. If (1) we terminate the Advisory Agreement prior to an internalization for any reason other than a material breach by the Advisor, (2) the Advisory Agreement is not renewed (other than in connection with an internalization) because we are unwilling to renew the agreement on substantially similar terms, or (3) the Advisor terminates the Advisory Agreement prior to an internalization because of a material breach by us, then, we will pay the Advisor a subordinated performance fee due upon termination, payable in the form of a promissory note bearing simple interest at a rate of 5% per annum, in a principal amount equal to:

 

  o 10% of the amount, if any, by which (A) the sum of (i) the product of the Legacy Common Shares times the per share net asset value at the termination date and (ii) total distributions (excluding any stock dividends and distributions paid on shares of common stock redeemed by the Company) paid on the Legacy Common Shares through the termination date, exceeds (B) the sum of (i) the total invested capital for the Legacy Common Shares and (ii) the total distributions required to be made to the Legacy Common Shares in order to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the termination date;

 

oless any prior payment to our Advisor of a subordinated sales and financings promote.

 

Upon the internalization date established pursuant to the Transition Agreement, we will acquire all of the Advisor’s assets that are reasonably necessary for the management and operation of our business (we refer to such a transaction as an internalization). On or prior to the internalization date, our Advisor will facilitate our efforts to hire the employees of the Advisor. With respect to certain key persons, we will be required to enter into employment agreements based upon market terms established in consultation with an independent compensation consultant. The Investor will have the right to consent to our hiring of all key personnel. Upon an internalization or a Liquidation Event (as defined in the investor rights agreement entered into in connection with the KKR Equity Commitment), then our Advisor will receive a fee in an amount that is the lesser of (i) $4.0 million or $3.0 million (depending on when the event occurs), and (ii) the remaining portion of the $9.6 million Maximum Fee Amount, if any, not previously paid to our Advisor.

 

In connection with entering into the Transition Agreement, we and the Advisor have generally agreed not to terminate the Advisory Agreement without the prior consent of the Investor.

 

86
 

 

KKR Equity Commitment

 

Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of three years, up to $158.7 million in aggregate issuance amount of shares of newly issued Series C Preferred Stock and newly issued Series B Preferred Units to fund real estate acquisitions, a self-tender offer and the origination of a development loan. As a result of the transactions contemplated by the KKR Equity Commitment, the Investor currently beneficially owns an aggregate of 10,993,613 shares of common stock of the Company, which represent, in the aggregate, approximately, 48.9% of the outstanding shares of common stock as of March 15, 2015.

 

As of December 31, 2014, pursuant to the terms of the KKR Equity Commitment, the Investor has purchased 1,000 newly issued Series C Preferred Stock and 946,560 newly issued Series B Preferred Units for an aggregate purchase price of $94.8 million. As of December 31, 2014, 639,700 Series B Preferred Units remain issuable under the Securities Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Securities Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed investment opportunity.

 

Securities Purchase Agreement

 

On February 10, 2013, the Company, and the Operating Partnership (as used herein, the Company and the Operating Partnership are referred to as the “Sentio Parties”) and the Investor entered into a Securities Purchase Agreement which was subsequently amended in April 2014 and December 2014 (as amended, the “Purchase Agreement”). Under the Purchase Agreement, the Sentio Parties may issue and sell to the Investor on a private placement basis from time to time over a period of up to three years, newly issued Series C Preferred Stock and newly issued Series B Preferred Units in an amount up to $158.7 million.

 

In conjunction with the execution of the Purchase Agreement, the Sentio Parties paid to Investor a transaction fee of $2.0 million and were obligated to reimburse the Investor for up to $1.0 million of its expenses incurred in connection with the Purchase Agreement. With limited exceptions, the Sentio Parties are restricted from issuing securities other than in accordance with the Purchase Agreement while the put rights under the Purchase Agreement are in effect.

 

To the extent the minimum purchase obligation is not exercised during the term of the commitment, the Sentio Parties are required to pay a premium to the Investor calculated and payable annually as a percentage of the unexercised amount under the commitment. For the years ended December 31, 2014 and 2013, we paid the Investor an unused fee of $0.1 million and $0.0 million, respectively.

 

Pursuant to the Purchase Agreement, our board of directors increased the size of the board from seven to nine members and filled the vacancies created thereby with two directors selected by the Investor. We will also, at the Investor’s sole election, add one additional director (for a total of ten directors), which director will also be selected by the Investor.

 

87
 

 

Series C Preferred Stock

 

The Series C Preferred Stock issued to the Investor pursuant to the Purchase Agreement ranks senior to the Company’s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Shares will be entitled to receive dividends, as and if authorized by the board out of funds legally available for that purpose, at an annual rate equal to 3%.

 

The holder of each share of Series C Preferred Stock has the right to one vote for each share of As-Converted Common Stock (defined below) held by such holder and its affiliates and with respect to such vote, such holder will have full voting rights and powers equal to the voting rights and powers of the holders of the Company’s common stock, and will be entitled to notice of any shareholders’ meeting in accordance with the bylaws of the Company, and shall be entitled to vote, together with holders of common stock as a single class, with respect to any question upon which holders of common stock have the right to vote, with certain limited exceptions. “As-Converted Common Stock” means, as of any determination date and with respect to any holder, the number of shares of Common Stock then held by such holder and its affiliates after giving effect to the conversion or exchange, in accordance with their terms, of any and all securities then convertible or exchangeable, directly or indirectly, into common stock.

 

Amended Partnership Agreement

 

On April 5, 2013, the Company, HPC LP TRS, LLC and the Investor entered a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership which was subsequently amended on December 22, 2014 (as amended, the “Amended Partnership Agreement”). The Amended Partnership Agreement authorizes the issuance of the Series B Preferred Units to the Investor. The Series B Preferred Units rank senior to the Partnership’s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units related to the acquisition of an Approved Acquisition (as defined in the Purchase Agreement) will receive cash distributions at an annual rate equal to 7.5% in preference to any distributions paid to common units. Provided, however, that any Series B Preferred Units issued in connection with a put exercise for a construction loan will receive cash distributions at a reduced annual rate equal to 6.0% in preference to any distributions paid to common units. In addition, the preferred return for a put exercise for a construction loan will be calculated based solely on the exercise put amount related to the construction loan put exercise that has been funded as opposed to the full amount of Series B Preferred Units outstanding. If the Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10%. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate blended return equal to the weighted average of the return being paid to Series B Preferred Units in annual distributions from the Effective Date, and thereafter to the common units and Series B Preferred Units pro rata. In the event of a liquidation of the Operating Partnership, the Investor would receive an amount equal to the greater of (a) the amount paid to acquire securities under the Purchase Agreement plus all accrued and unpaid distributions or (b) the amount the Investor would be entitled to receive in the transaction if the Series B Preferred Units were converted into common units of the Partnership (excluding any unpaid distribution to holders of common units, to which the holders of common units alone are entitled).

 

Each Series B Preferred Unit has an initial issuance value of $100.00 per unit and is convertible into a number of common units of Partnership interest equal to the issuance value of such Series B Preferred Unit divided by the applicable conversion price as determined in accordance with the terms of the Amended Partnership Agreement. The initial conversion price is $10.02. The Investor may exchange common units for shares of the Company’s common stock, at an initial exchange factor of 1 to 1, subject to proportional adjustment for stock splits, stock dividends, cash dividends, merger, recapitalizations and other similar events by the Company or the Partnership. The Partnership Agreement requires that the Company and the Partnership receive the Investor’s consent before taking certain actions.

 

The Amended Partnership Agreement permits the Operating Partnership to engage in a sale of the assets or equity of the Operating Partnership without the consent of the Investor, which would otherwise be required under the Second Amended and Restated Limited Partnership Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the Operating Partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.

 

Investor Rights Agreement

 

On February 10, 2013, the Company, the Operating Partnership, and the Investor entered into an Investor Rights Agreement, which was subsequently amended in December 2014 (as amended, the “Investor Rights Agreement”) that provides the Investor, its affiliates and their respective permitted transferees with certain rights as a holder of Series C Preferred Stock and Series B Preferred Units. More specifically, the Investor Rights Agreement provides such holders with preemptive rights to participate in future equity issuances by the Company, subject to customary exceptions. Additionally, the Investor Rights Agreement contains certain significant minority protections that require the Investor’s consent before taking certain actions. Under the Investor Rights Agreement, the Sentio Parties are also prohibited from incurring indebtedness other than property-level mortgage refinancing, subject to certain limitations.

 

The Investor Rights Agreement includes standstill provisions prohibiting the Investor from acquiring additional securities of the Company or the Partnership other than in accordance with the Purchase Agreement (subject to the pre-emptive rights described above) until February 10, 2016. The Investor Rights Agreement contains customary registration rights requiring the Company to register the shares of Series C Preferred Stock and common stock held by the Investor as a result of exchange of its Series B Preferred Units for resale to the public from time to time, in defined circumstances and within defined deadlines as set forth in the Investor Rights Agreement. The Company is also required, upon demand by the Investor in accordance with the Investor Rights Agreement, to register one or more primary offerings of newly issued common stock and to use the proceeds from such offerings to redeem partnership units held by the Investor. Beginning on July 1, 2017, the Investor, at its sole option, will have the ability to cause us to initiate a listing of the Company’s common stock, a sale of the Company, or a process to sell all or substantially all of our assets subject to specific terms and conditions.

 

The Investor Rights Agreement permits the Company to engage in a sale of the assets or equity of the Operating Partnership and the Company without the consent of the Investor, which would otherwise be required under the Investor Rights Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the operating partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.

 

16. Commitments and Contingencies

 

We monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any environmental liability with respect to the properties that we believe would have a material effect on our financial condition, results of operations and cash flows. Further, we are not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.

 

Our commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on our consolidated financial position, cash flows and results of operations. We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against the Company which if determined unfavorably to us would have a material adverse effect on our cash flows, financial condition or results of operations.

 

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17. Selected Quarterly Data (unaudited)

 

Set forth below is certain unaudited quarterly financial information. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with generally accepted accounting principles, the selected quarterly information when read in conjunction with the consolidated financial statements.

 

   Quarters Ended, 
   December 31,
2014		   September 30,
2014		   June 30, 2014   March 31, 2014 
                 
Revenues  $23,099,000   $20,340,000   $19,492,000   $18,634,000 
Expenses   19,788,000    17,445,000    17,150,000    16,431,000 
Income from operations   3,311,000    2,895,000    2,342,000    2,203,000 
Net income (loss)   435,000    310,000    (167,000)   (91,000)
Preferred return to series B preferred OP units and other noncontrolling interests   1,104,000    892,000    638,000    519,000 
Net loss attributable to common stockholders  $(669,000)  $(582,000)  $(805,000)  $(610,000)
                     
Net loss per common share attributable to common stockholders- basic and diluted  $(0.06)  $(0.05)  $(0.06)  $(0.05)
                     
Weighted average common shares - basic and diluted   11,470,853    11,463,082    12,487,384    12,611,127 

 

   Quarters Ended, 
   December 31,
2013		   September 30,
2013		   June 30, 2013   March 31, 2013 
                 
Revenues  $17,154,000   $15,097,000   $14,771,000   $14,834,000 
Expenses   15,885,000    11,964,000    12,244,000    12,319,000 
Income from operations   1,269,000    3,133,000    2,527,000    2,515,000 
Net (loss) income   (1,323,000)   2,747,000    519,000    511,000 
Preferred return to series B preferred OP units and other noncontrolling interests   306,000    215,000    39,000    6,000 
Net (loss) income attributable to common stockholders  $(1,629,000)  $2,532,000   $480,000    505,000 
                     
Net (loss) income per common share attributable to common stockholders- basic and diluted  $(0.13)  $0.20   $0.04   $0.04 
                     
Weighted average common shares - basic and diluted   12,611,075    12,673,194    12,726,051    12,800,657 

 

18. Subsequent Events

 

Georgetown Loan

 

On January 15, 2015, the Company, through an indirect wholly owned subsidiary, originated a development loan in the amount of $41.9 million for The Delaney at Georgetown Village development project located in Georgetown, Texas (the “Georgetown Loan”). The borrower, Westminster-LCS Georgetown LLC, is not affiliated with the Company or the Advisor. The borrower is a joint venture between Life Care Companies, LLC (“LCS”) and a fund sponsored by Westminster Capital (“Westminster”), and will use the proceeds of the Georgetown Loan to develop a senior living facility with 207 units including independent living, assisted living and memory care.

 

The Georgetown Loan is secured by a first mortgage lien on the land, building, and all improvements made thereon. The Georgetown Loan matures on January 15, 2020 with one 12-month option to extend at the Company’s option, and bears interest at a fixed rate of 7.9% per annum for the term of the loan. Advances will be made periodically during the construction period to cover documented hard and soft costs of construction and interest, commencing after the borrower has expended its required equity contribution, and subject to customary construction draw conditions. The borrower paid a loan origination fee equal to 1% of the loan amount. Monthly payments are interest only for the term of the loan. The Company has the option to purchase the property at fair market value upon stabilization or 48 months. Fair market value is determined by the average asset value of independent appraisals obtained by the lender and borrower. Regardless of whether the Company exercises the option to purchase the property, the Company will be entitled to participate in the value creation which is the difference between the fair market value and the total development cost. The Georgetown Loan is non-recourse to LCS and Westminster, but LCS has provided cost and completion guarantees as well as a guaranty of customary “bad boy” carve-outs.

 

The Company expects to fund the Georgetown Loan with proceeds from the sale of Series B Preferred Units to the Investor. Upon funding of the Georgetown Loan, interest income on the loan receivable will be recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks.

 

Sale of Preferred Units in the Operating Partnership

 

On January 16, 2015, a purchase of securities related to the Georgetown Loan (the “Georgetown Put Exercise”) was completed by the Investor pursuant to the KKR Equity Commitment.

 

Pursuant to the Georgetown Put Exercise, the Investor agreed to fund $41.9 million related to the Georgetown Loan and was issued the following securities:

 

·155,000 newly-issued Series B Preferred Units, which are convertible into approximately 1,546,906 shares of the Company’s common stock at the currently effective conversion price.

 

After giving effect to the 155,000 Series B Preferred Units issued upon the closing of the Georgetown Put Exercise and the Series B Preferred Units relating to the Georgetown Put Exercise remaining to be issued, 220,580 Series B Preferred Units remain issuable under the Purchase Agreement.

 

89
 

 

Sumter Grand

 

On February 6, 2015, through a wholly-owned subsidiary, we acquired real estate property (“Sumter Grand”) from Retirement Two, LLC, which is not affiliated with us, for a purchase price of $31.5 million. Sumter Grand consists of a 150-unit independent living facility located in The Villages, Florida. We funded the purchase of Sumter Grand with proceeds from the sale to the Investor of Series B Preferred Units pursuant to the KKR Equity Commitment on December 30, 2014 and with proceeds from a mortgage loan from KeyBank National Association, Inc.

 

SENTIO HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES

Schedule III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

 

       Initial Cost       Gross Amount Invested (1)       
Description  Encumbrances   Land   Building &
Improvements		   Costs
Capitalized
Subsequent
to Acquisition		   Land   Building &
Improvements		   Total   Accumulated
Depreciation (2) 		   Year
Built		  Date
Acquired
                                       
Amber Glen  $8,377,000   $546,000   $11,874,000   $16,000   $546,000   $11,890,000    12,436,000    731,000   2006  8/31/2012
Caruth Haven Court   9,417,000    4,256,000    13,986,000    415,000    4,256,000    14,401,000    18,657,000    2,366,000   1999  1/22/2009
The Oaks Bradenton   3,936,000    390,000    2,818,000    119,000    390,000    2,937,000    3,327,000    448,000   1996  5/1/2009
GreenTree   3,714,000    714,000    3,717,000    87,000    714,000    3,804,000    4,518,000    529,000   1998  12/30/2009
Mesa Vista Inn Health Center   10,000,000    2,010,000    10,430,000    1,000    2,010,000    10,431,000    12,441,000    1,371,000   2008  12/31/2009
Mill Creek   8,086,000    825,000    10,503,000    1,000    825,000    10,504,000    11,329,000    639,000   2006  8/31/2012
Rome LTACH Project   12,747,000    -    18,202,000    -    -    18,202,000    18,202,000    2,366,000   2011  1/12/2010
Sugar Creek   7,589,000    567,000    10,473,000    9,000    567,000    10,482,000    11,049,000    658,000   2007  8/31/2012
Oakleaf Village at Lexington   12,275,000    1,767,000    10,768,000    126,000    1,767,000    10,894,000    12,661,000    1,387,000   1999  4/30/2010
Oakleaf Village at Greenville   7,209,000    1,351,000    9,770,000    166,000    1,351,000    9,936,000    11,287,000    1,254,000   2001  4/30/2010
Global Rehab Inpatient Rehab Facility   7,136,000    2,004,000    10,368,000    -    2,004,000    10,368,000    12,372,000    1,213,000   2008  8/19/2010
Terrace at Mountain Creek   8,433,000    1,880,000    6,070,000    413,000    1,880,000    6,483,000    8,363,000    822,000   1995  9/3/2010
Hedgcoxe   5,407,000    1,580,000    6,388,000    66,000    1,580,000    6,454,000    8,034,000    871,000   2008  12/22/2010
Hudson Creek   7,753,000    543,000    10,053,000    1,000    543,000    10,054,000    10,597,000    631,000   2006  8/31/2012
River's Edge of Yardley   6,247,000    860,000    3,010,000    302,000    860,000    3,312,000    4,172,000    420,000   1996  12/22/2010
Carriage Court of Hilliard   13,273,000    1,580,000    12,180,000    128,000    1,580,000    12,308,000    13,888,000    1,375,000   1998  12/22/2010
Forestview Manor   8,433,000    1,320,000    8,035,000    145,000    1,320,000    8,180,000    9,500,000    1,074,000   2002  1/14/2011
Woodland Terrace at the Oaks   8,995,000    1,000,000    7,148,000    190,000    1,000,000    7,338,000    8,338,000    798,000   1996  4/14/2011
Woodbury Mews Portfolio   24,889,000    2,267,000    28,754,000    61,000    2,267,000    28,815,000    31,082,000    1,199,000   2003  10/21/2013
Standish Village   10,885,000    3,101,000    10,639,000    96,000    3,101,000    10,735,000    13,836,000    409,000   1994  12/6/2013
Compass on the Bay   6,524,000    5,551,000    4,825,000    19,000    5,551,000    4,844,000    10,395,000    86,000   1960  4/4/2014
St. Andrews Village   30,205,000    5,351,000    35,445,000    -    5,351,000    35,445,000    40,796,000    358,000   2006  8/20/2014
Live Oaks Village of Hammond   4,550,000    686,000    5,550,000    -    686,000    5,550,000    6,236,000    19,000   1999  11/14/2014
Live Oaks Village of Slidell   3,700,000    460,000    4,662,000    -    460,000    4,662,000    5,122,000    17,000   2000  11/14/2014
Spring Village at Wildewood   6,410,000    683,000    8,451,000    -    683,000    8,451,000    9,134,000    17,000   2014  11/21/2014
Gables of Hudson   11,375,000    974,000    15,364,000    -    974,000    15,364,000    16,338,000    12,000   2013  12/18/2014
Sumter Place   28,860,000    -    46,014,000    -    -    46,014,000    46,014,000    -   2012  12/31/2014
Totals  $276,425,000   $42,266,000   $325,497,000   $2,361,000   $42,266,000   $327,858,000   $370,124,000   $21,070,000       

  

(1)The aggregate cost of real estate for federal income tax purposes was $390.0 million.
  
(2)Please see Note 3 to our consolidated financial statements for information regarding useful lives used for depreciation and amortization.

 

The changes in total real estate for the three years ended December 31, 2014 are as follows.

 

   Cost   Accumulated Depreciation 
Balance at December 31, 2012  $190,189,000   $9,151,000 
2013 Acquisitions   45,091,000    5,074,000 
2013 Disposals   -    - 
Balance at December 31, 2013  $235,280,000   $14,225,000 
2014 Acquisitions   134,844,000    6,845,000 
2014 Disposals   -    - 
Balance at December 31,2014  $370,124,000   $21,070,000 

 

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SIGNATURES

 

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SENTIO HEALTHCARE PROPERTIES, INC.
     
  By: /s/ SHARON C. KAISER
    SHARON C. KAISER
    Chief Financial Officer, Treasurer and Secretary
    March 20, 2015

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 20, 2015.

 

Name     Title
     
/s/ John Mark Ramsey   President, Chief Executive Officer and Director
John Mark Ramsey   (Principal Executive Officer)
     
/s/ Sharon C. Kaiser   Chief Financial Officer Treasurer and Secretary
Sharon C. Kaiser   (Principal Financial and Accounting Officer)
     
/s/ Steven M. Pearson   Director
Steven M. Pearson    
     
/s/ James M. Skorheim   Director
James M. Skorheim    
     
/s/ Barry A. Chase   Director
Barry A. Chase    
     
/s/ Romeo Cefalo   Director
Romeo Cefalo    
     
/s/ Ronald Shuck   Director
Ronald Shuck    

 

/s/ Billy Butcher

   Director
Billy Butcher    
     
/s/ Daniel Decker   Director
Daniel Decker    

 

91
 

 

Ex.   Description
     
3.1   Articles of Amendment and Restatement of the Registrant, as amended on December 29, 2009 and January 24, 2012 (incorporated by reference to Exhibit 3.1 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2011).
3.2   Articles of Amendment of the Registrant, dated August 6, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013).
3.3   Articles Supplementary, 3% Senior Cumulative Preferred Stock, Series A, dated August 6, 2013 (incorporated by reference to Exhibit 3.3 to the Registrant’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013).
3.4   Articles Supplementary, 3% Senior Cumulative Preferred Stock, Series C, dated August 6, 2013 (incorporated by reference to Exhibit 3.4 to the Registrant’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013).
3.5   Second Amended and Restated Bylaws of the Registrant as adopted on August 6, 2013 as amended by Amendment no. 1 to the Second Amended and Restate Bylaws of the Registrant, effective as of March 20, 2015. (filed herewith).
3.6   Second Amended and Restated Limited Partnership Agreement of Sentio Healthcare Properties OP, L.P., dated August 5, 2013 (incorporated by reference to Exhibit 3.6 to the Registrant’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2013).
3.7   First Amendment dated December 22, 2014 to the Second Amended and Restated Limited Partnership Agreement of Sentio Healthcare Properties OP, L.P., dated August 5, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed on December 30, 2014).
4.1   Form of Distribution Reinvestment Enrollment Form (incorporated by reference to Appendix A to the Registrant’s prospectus filed on June 19, 2013).
4.2   Statement regarding restrictions on transferability of the Registrant’s shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 (No. 333-139704) filed on June 15, 2007).
4.3   Second Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Appendix B to the Registrant’s prospectus filed on June 19, 2013).
10.1   Fourth Amendment dated February 26, 2014 to Purchase and Sale Agreement dated as of September 18, 2013 by and between Sentio – SLR Boston Portfolio, LLC and Bay View of Boston Associates Limited Partnership (incorporated by reference to Exhibit 10.26 to the Registrant’s annual report on Form 10-K for the year ended December 31, 2013).
10.2   Fifth Amendment dated March 31, 2014 to Purchase and Sale Agreement dated as of September 18, 2013 by and between Sentio – SLR Boston Portfolio, LLC and Bay View of Boston Associates Limited Partnership (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed April 8, 2014).
10.3   Second Amendment Agreement dated April 8, 2014, by and among Sentinel RE Investment Holdings LP, the Registrant and Sentio Healthcare Properties OP, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on April 10, 2014).
10.4   Amendment No. 1 dated April 8, 2014 to the Transition to Internal Management Agreement, dated February 10, 2013, by and among the Registrant, Sentio Healthcare Properties OP, L.P., Sentinel RE Investment Holdings LP and Sentio Investments, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K filed on April 10, 2014).
10.5   Amendment No. 2 dated April 8, 2014 to the Transition to Internal Management Agreement, dated February 10, 2013, by and among the Registrant, Sentio Healthcare Properties OP, L.P., Sentinel RE Investment Holdings LP and Sentio Investments, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K filed on April 10, 2014).
10.6   Purchase and Sale Agreement dated May 22, 2014 by and among Sentio STAV Landlord, LLC, and ERB Propco SAV LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2014).
10.7   First Amendment dated July 6, 2014 to Purchase and Sale Agreement dated May 22, 2014 by and among Sentio STAV Landlord, LLC, ERB Propco SAV LLC and Stewart Title Guaranty Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).

 

 
 

 

10.8   Second Amendment dated July 7, 2014 to Purchase and Sale Agreement dated May 22, 2014 by and among Sentio STAV Landlord, LLC, ERB Propco SAV LLC and Stewart Title Guaranty Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).
10.9   Third Amendment dated July 14, 2014 to Purchase and Sale Agreement dated May 22, 2014 by and among Sentio STAV Landlord, LLC, ERB Propco SAV LLC and Stewart Title Guaranty Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).
10.10   Fourth Amendment dated July 21, 2014 to Purchase and Sale Agreement dated May 22, 2014 by and among Sentio STAV Landlord, LLC, ERB Propco SAV LLC and Stewart Title Guaranty Company (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).
10.11   Lease Agreement by and between Sentio STAV Landlord, LLC, a Delaware Limited Liability Company as Lessor and ERB Opco SAV LLC, a Delaware Limited Liability Company as Lessee, dated as of August 20, 2014 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).
10.12   Multifamily Loan and Security Agreement by and between Sentio STAV Landlord, LLC, and CBRE Capital Markets, Inc. dated as of August 19, 2014 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).
10.13   Multifamily Note by and between Sentio STAV Landlord, LLC, and CBRE Capital Markets, Inc. dated as of August 19, 2014 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K/A filed October 29, 2014).
10.14   Purchase and Sale Agreement dated September 11, 2014 by and between Gables of Kentridge, LLC, Kentridge at Golden Pond, Ltd., and Great-Kent, LLC (filed herewith).
10.15   First Amendment dated October 22, 2014 to Purchase and Sale Agreement dated September 11, 2014 by and between Gables of Kentridge, LLC, Kentridge at Golden Pond, Ltd., and Great-Kent, LLC (filed herewith).
10.16   Second Amendment dated November 19, 2014 to Purchase and Sale Agreement dated September 11, 2014 by and between Gables of Kentridge, LLC, Kentridge at Golden Pond, Ltd., and Great-Kent, LLC (filed herewith).
10.17   Secured Loan, by and between the Registrant and KeyBank National Association dated November 14, 2014 (filed herewith).
10.18   Promissory Note, by Maker for the benefit of KeyBank National Association dated November 14, 2014 (filed herewith).
10.19   Guaranty Agreement, by Sentio Healthcare Properties, Inc. for the benefit of KeyBank National Association dated November 14, 2014 (filed herewith).
10.20   Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, by MVI Health Center, LP for the benefit of KeyBank National Association dated November 14, 2014 (filed herewith).
10.21   Third Amendment Agreement dated December 22, 2014 by and among Sentinel RE Investment Holdings LP, the Registrant and Sentio Healthcare Properties OP, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on December 30, 2014).
10.22   First Amendment dated December 22, 2014 to Investor Rights Agreement dated as of February 10, 2013 by and among Sentinel RE Investment Holdings LP, the Registrant and Sentio Healthcare Properties OP, L.P. (incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K filed on December 30, 2014).
10.23   Renewal Agreement dated December 22, 2014 between the Registrant and Sentio Investments, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K filed on December 30, 2014).
10.24   Secured Loan, by and between the Registrant and KeyBank National Association dated December 31, 2014 (filed herewith).
10.25   Amended and Restated Promissory Note, by Sumter Place Owner for the benefit of KeyBank National Associations dated December 31, 2014 (filed herewith).
10.26   Security Agreement, by Sumter Place TRS, LLC for the benefit of KeyBank National Association dated December 31, 2014 (filed herewith).
10.27   Guaranty Agreement, by Sentio Healthcare Properties, Inc. for the benefit of KeyBank National Association dated December 31, 2014 (filed herewith).

 

 
 

 

10.28   Payment Guaranty, by Sumter Place TRS, LLC for the benefit of KeyBank National Association dated December 31, 2014 (filed herewith).
10.29   Purchase and Sale Agreement dated September 11, 2014 by and between Gables of Hudson, LLC, Great-Hudson, LLC, and Gables-Hudson, LLC (filed herewith).
10.30   First Amendment dated October 22, 2014 to Purchase and Sale Agreement dated September 11, 2014 by and between Gables of Hudson, LLC, Gables-Hudson, LLC and Great-Hudson, LLC (filed herewith).
10.31   Second Amendment dated December 17, 2014 to Purchase and Sale Agreement dated September 11, 2014 by and between Gables of Hudson, LLC, Gables-Hudson, LLC and Great-Hudson, LLC (filed herewith).
21.1   List of Subsidiaries (filed herewith).
23.1   Consent of KPMG LLP (filed herewith).
31.1   Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2   Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1   Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

  

 

 

 

 

 EX-3.5 2 v403036_ex3-5.htm EXHIBIT 3.5

 

Exhibit 3.5

 

SECOND AMENDED AND RESTATED

 

BYLAWS OF

 

SENTIO HEALTHCARE PROPERTIES, INC.

 

ARTICLE I
OFFICES

 

SECTION 1.1.   PRINCIPAL OFFICE. The principal office of the Company in the State of Maryland shall be located at such place as the Board of Directors may designate.

 

SECTION 1.2.   ADDITIONAL OFFICES. The Company may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Company may require.

 

ARTICLE II
MEETINGS OF STOCKHOLDERS

 

SECTION 2.1.   PLACE. All meetings of stockholders shall be held at the principal office of the Company or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting.

 

SECTION 2.2.   ANNUAL MEETING. An annual meeting of the stockholders for the election of Directors and the transaction of any business within the powers of the Company shall be held on a date and at the time set by the Board of Directors during the month of May in each year.

 

SECTION 2.3.   SPECIAL MEETINGS. Special meetings of the stockholders may be called by the President, a majority of the Board of Directors, a majority of the Independent Directors (as defined in the charter of the Company), or by holders of certain series of preferred stock on behalf of, and in the name of, the secretary of the Company as provided in the charter and shall be called by an officer of the Company upon the written request of stockholders as provided in the charter.

 

SECTION 2.4.   NOTICE. Except as provided otherwise in Section 2.3 of this Article II for special meetings, not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each other stockholder entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholder personally, by leaving it at his residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post office address as it appears on the records of the Company, with postage thereon prepaid.

 

 
 

 

SECTION 2.5.   SCOPE OF NOTICE. Subject to Section 2.12 , any business of the Company may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except for such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

 

SECTION 2.6.   ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Company, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Company entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

 

SECTION 2.7.   QUORUM. At any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum except as otherwise provided by law, the charter or these Bylaws. If a quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

 

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The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

SECTION 2.8.   VOTING. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Company and except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock. Unless otherwise provided by the charter and as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. At each meeting of stockholders at which directors are to be elected, each share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted.

 

SECTION 2.9.   PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by him, either in person or by proxy executed by the stockholder or by his duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Company before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

 

SECTION 2.10.   SPECIAL VOTING PROVISIONS.

 

(a)         Voting of Stock by Certain Holders. Stock of the Company registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by an officer thereof, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any Director or other fiduciary may vote stock registered in his name as such fiduciary, either in person or by proxy.

 

Shares of stock of the Company directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

 

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Company that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Company; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

 

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(b)         Exemption from Control Share Acquisition Statute. Notwithstanding any other provision of the charter of the Company or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Company. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

 

SECTION 2.11.   INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

 

SECTION 2.12.   ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

(a)         Annual Meetings of Stockholders.

 

(1)         Nominations of individuals for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Company who was a stockholder of record both at the time of giving of notice provided for in this Section 2.12(a) and at the time of the annual meeting, who is entitled to vote for such Director nominee at the meeting and who has complied with the notice procedures set forth in this Section 2.12(a).

 

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(2)         For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 2.12, the stockholder must have given timely notice thereof in writing to the secretary of the Company and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 2.12 and shall be delivered to the secretary at the principal executive office of the Company not earlier than the 150th day nor later than 5:00 p.m., Pacific Time, on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to such annual meeting and not later than 5:00 p.m., Pacific Time, on the later of the 120th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposes to nominate for election or reelection as a Director, (A) the name, age, business address and residence address of such individual, (B) the class and number of any shares of stock of the Company that are beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the stockholder Associated Person therefrom; (iii) as to the stockholder giving the notice and any stockholder Associated Person, the class and number of all shares of stock of the Company which are owned by such stockholder and by such stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such stockholder Associated Person; (iv) as to the stockholder giving the notice and any stockholder Associated Person covered by clauses (ii) or (iii) of this paragraph (2) of this Section 2.12(a), the name and address of such stockholder, as they appear on the Company’s stock ledger and current name and address, if different, and of such stockholder Associated Person; and (v) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a Director or the proposal of other business on the date of such stockholder’s notice.

 

(3)         Notwithstanding anything in this subsection (a) of this Section 2.12 to the contrary, in the event the Board of Directors increases the maximum number of Directors and there is no public announcement naming all of the nominees for Directors or specifying the size of the increased Board of Directors made by the Company at least 130 days prior to the first anniversary of the date of mailing of the notice of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase for which such stockholder is entitled to vote, if it shall be delivered to the secretary at the principal executive offices of the Company not later than 5:00 p.m., Pacific Time, on the tenth day following the day on which such public announcement is first made by the Company.

 

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(4)         For purposes of this Section 2.12, “stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Company owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such stockholder Associated Person.

 

(b)         Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any stockholder of the Company who is a stockholder of record both at the time of giving of notice provided for in this Section 2.12 and at the time of the special meeting, who is entitled to vote at the meeting for such Director nominee(s) and who complied with the notice procedures set forth in this Section 2.12. In the event the Company calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Company’s notice of meeting, if such stockholder is entitled to vote for such Director nominee at such meeting and if the stockholder’s notice required by paragraph (2) of Section 2.12(a) shall be delivered to the secretary at the principal executive offices of the Company not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Pacific Time on the later of the 120th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

 

(c)         General.

 

(1)         Upon written request by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Company, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 2.12. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 2.12.

 

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(2)         Only such individuals who are nominated in accordance with this Section 2.12 shall be eligible for election by stockholders as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.12. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.12 and, if any proposed nomination or business is not in compliance with this Section 2.12, to declare that such defective nomination or proposal, if any, be disregarded.

 

(3)         For purposes of this Section 2.12, (a) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of Directors and (b) “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or (ii) in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act.

 

(4)         Notwithstanding the foregoing provisions of this Section 2.12, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.12. Nothing in this Section 2.12 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Company to omit a proposal from, the Company’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

 

SECTION 2.13.   VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot.

 

ARTICLE III
DIRECTORS

 

SECTION 3.1.   GENERAL POWERS. The business and affairs of the Company shall be managed under the direction of its Board of Directors.

 

SECTION 3.2.   NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose and except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, 80% of the Board of Directors may establish, increase or decrease the number of Directors, provided that the number thereof shall never be less than the minimum number required by the charter, nor more than fifteen, and further provided that the tenure of office of a Director shall not be affected by any decrease in the number of Directors.

 

SECTION 3.3.   ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

 

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SECTION 3.4.   SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board or president or by a majority of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

 

SECTION 3.5.   NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each Director at his business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the Director or his agent is personally given such notice in a telephone call to which the Director or his agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Company by the Director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Company by the Director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

 

SECTION 3.6.   QUORUM. A majority of the Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice and provided further that if, pursuant to applicable law, the charter or these Bylaws, the vote of a majority or some other number of a particular group of Directors is required for action, a quorum must also include a majority or such other number of such group.

 

The Directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

 

SECTION 3.7.   VOTING. The action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion or of all or a portion of any particular group of Directors is required for such action by applicable law, the charter or these Bylaws. If enough Directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion or of all or a portion of any particular group of Directors is required for such action by applicable law, the charter or these Bylaws.

 

8
 

 

SECTION 3.8.   ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a Director chosen by a majority of the Directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Company, or in the absence of the secretary and all assistant secretaries, an individual appointed by the Chairman, shall act as secretary of the meeting.

 

SECTION 3.9.   TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

 

SECTION 3.10.   CONSENT OF DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each Director and is filed with the minutes of proceedings of the Board of Directors.

 

SECTION 3.11.   VACANCIES. If for any reason any or all the Directors cease to be Directors, such event shall not terminate the Company or affect these Bylaws or the powers of the remaining Directors hereunder (even if fewer than the statutory minimum). Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors for any cause shall be filled by a majority of the remaining Directors, although such majority is less than a quorum. Unless otherwise provided by the charter, any individual so elected as Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualifies.

 

SECTION 3.12.   COMPENSATION. Directors shall not receive any stated salary for their services as Directors but, by resolution of the Board of Directors, Directors who are not employees of the Company, the Advisor or its Affiliates may receive fixed sums per quarter or per meeting and/or per visit to real property or other facilities owned or leased by the Company and for any service or activity they performed or engaged in as Directors or as committee members. Directors may receive options or warrants pursuant to stock option plans or warrant plans that may be adopted by the Company, and may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and other service or activity they performed or engaged in as Directors or as committee members; but nothing herein contained shall be construed to preclude any Directors from serving the Company in any other capacity and receiving compensation therefor.

 

SECTION 3.13.   LOSS OF DEPOSITS. No Director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom monies or stock have been deposited.

 

SECTION 3.14.   SURETY BONDS. Unless required by law, no Director shall be obligated to give any bond or surety or other security for the performance of any of his duties.

 

9
 

 

SECTION 3.15.   RELIANCE. Each Director, officer, employee and agent of the Company shall, in the performance of his duties with respect to the Company, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Company, upon an opinion of counsel or upon reports made to the Company by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Company, regardless of whether such counsel or expert may also be a Director.

 

SECTION 3.16.   CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The Directors shall have no responsibility to devote their full time to the affairs of the Company. Any Director or officer, employee or agent of the Company, in his personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to or in competition with those of or relating to the Company.

 

ARTICLE IV
COMMITTEES

 

SECTION 4.1.   NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members committees, composed of one or more Directors, to serve at the pleasure of the Board of Directors.

 

SECTION 4.2.   POWERS. The Board of Directors may delegate to committees appointed under Section 4.1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

 

SECTION 4.3.   MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. Proper notice of any meeting of the Board of Directors shall also constitute notice of a meeting of the Independent Directors Committee that may be held contemporaneously and/or immediately following the meeting of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. Except as provided in the charter, the act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of such chairman, any two members of any committee may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another Director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

 

SECTION 4.4.   TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

 

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SECTION 4.5.   CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

 

SECTION 4.6.   VACANCIES. Subject to the provisions of the charter and these Bylaws, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

 

ARTICLE V
OFFICERS

 

SECTION 5.1.   GENERAL PROVISIONS. The officers of the Company shall include a President, a Treasurer and a Secretary and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Company shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall hold office until his successor is elected and qualifies or until his death or his resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not itself create contract rights between the Company and such officer or agent.

 

SECTION 5.2.   REMOVAL AND RESIGNATION. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any officer or agent of the Company may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Company may resign at any time by giving written notice of his resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Company.

 

SECTION 5.3.   VACANCIES. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, a vacancy in any office may be filled by the Board of Directors for the balance of the term.

 

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SECTION 5.4.   CHIEF EXECUTIVE OFFICER. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, the Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Company. The chief executive officer shall have general responsibility for implementation of the policies of the Company, as determined by the Board of Directors, and for the management of the business and affairs of the Company. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

 

SECTION 5.5.   CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

SECTION 5.6.   CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

SECTION 5.7.   CHAIRMAN OF THE BOARD. The Board of Directors shall designate a chairman of the board. The chairman of the board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The chairman of the board shall perform such other duties as may be assigned to him by the Board of Directors.

 

SECTION 5.8.   PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Company. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

 

SECTION 5.9.   VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

 

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SECTION 5.10.   SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Company; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the share transfer books of the Company; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

 

SECTION 5.11.   TREASURER. The treasurer shall have the custody of the funds and securities of the Company and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Company.

 

The treasurer shall disburse the funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his transactions as treasurer and of the financial condition of the Company.

 

If required by the Board of Directors, the treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, monies and other property of whatever kind in his possession or under his or her control belonging to the Company.

 

SECTION 5.12.   ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

 

SECTION 5.13.   SALARIES. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, the salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he or she is also a Director.

 

ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

SECTION 6.1.   CONTRACTS. The Board of Directors or a committee of the Board of Directors within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Company and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Company when authorized or ratified by action of the Board of Directors or such committee and executed by an authorized person.

 

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SECTION 6.2.   CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or agent of the Company in such manner as shall from time to time be determined by the Board of Directors.

 

SECTION 6.3.   DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the Board of Directors may designate.

 

ARTICLE VII
STOCK

 

SECTION 7.1.   CERTIFICATES; REQUIRED INFORMATION. In the event that the Company issues shares of stock represented by certificates, such certificates shall be signed by the officers of the Company in the manner permitted by the MGCL and contain the statements and information required by the MGCL. In the event that the Company issues shares of stock without certificates, the Company shall provide to holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

 

SECTION 7.2.   TRANSFERS WHEN CERTIFICATES ISSUED. Upon surrender to the Company or the transfer agent of the Company of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Company shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

 

Notwithstanding the foregoing, transfers of shares of any class of stock will be subject in all respects to the charter of the Company and all of the terms and conditions contained therein.

 

SECTION 7.3.   REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he or she shall require and/or to give bond, with sufficient surety, to the Company to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

 

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SECTION 7.4.   CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

 

In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

 

If no record date is fixed and stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the Directors, declaring the dividend or allotment of rights, is adopted.

 

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

 

SECTION 7.5.   STOCK LEDGER. The Company shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

 

SECTION 7.6.   FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Company. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Company, except that the Board of Directors may provide that for a specified period securities of the Company issued in such unit may be transferred on the books of the Company only in such unit.

 

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ARTICLE VIII
ACCOUNTING YEAR

 

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Company by a duly adopted resolution provided that the fiscal year of the Company shall be the calendar year for all taxable periods prior to any termination or revocation of qualification of the Company as a real estate investment trust under the Internal Revenue Code.

 

ARTICLE IX
DISTRIBUTIONS

 

SECTION 9.1.   AUTHORIZATION. Dividends and other distributions upon the stock of the Company may be authorized by the Board of Directors, subject to the provisions of law and the charter of the Company. Dividends and other distributions may be paid in cash, property or stock of the Company, subject to the provisions of law and the charter.

 

SECTION 9.2.   CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Company available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing any property of the Company or for such other purpose as the Board of Directors shall determine to be in the best interests of the Company, and the Board of Directors may modify or abolish any such reserve.

 

ARTICLE X
INVESTMENT POLICY

 

Subject to the provisions of the charter of the Company, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Company as it shall deem appropriate in its sole discretion.

 

ARTICLE XI
SEAL

 

SECTION 11.1.   SEAL. The Board of Directors may authorize the adoption of a seal by the Company. The seal shall contain the name of the Company and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

 

SECTION 11.2.   AFFIXING SEAL. Whenever the Company is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Company.

 

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ARTICLE XII
WAIVER OF NOTICE

 

Whenever any notice is required to be given pursuant to the charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

ARTICLE XIII
AMENDMENT OF BYLAWS

 

These Bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors or the stockholders. No bylaw adopted, amended or repealed by the stockholders shall be readopted, amended or repealed by the Board of Directors.

 

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AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED BYLAWS
OF
SENTIO HEALTHCARE PROPERTIES, INC.

 

Section 2.2 of Article II of the Second Amended and Restated Bylaws of Sentio Healthcare Properties, Inc. is hereby amended and restated as follows:

 

Section 2.2 Annual Meeting. An annual meeting of the stockholders for the election of Directors and the transaction of any business within the powers of the Company shall be held on a date and at a time set by the Board of Directors.

 

Effective as of March 20, 2015.

 

18

 EX-10.14 3 v403036_ex10-14.htm EXHIBIT 10.14

 

Exhibit 10.14

 

PURCHASE AND SALE AGREEMENT

 

By And Among

 

Gables of Kentridge, LLC
a Delaware limited liability company

 

as “Buyer”;

 

KENTRIDGE AT GOLDEN POND, LTD

 

and

 

GREAT-KENT, LLC

 

Collectively, as “Sellers”; and

 

STEWART TITLE GUARANTY COMPANY
____________________________

 

as “Escrow Agent”

 

Dated as of

 

September 11, 2014

 

 
 

 

TABLE OF CONTENTS

 

    Page
     
ARTICLE I TERMINOLOGY 1
1.1 Defined Terms 1
1.2 Additional Defined Terms 3
     
ARTICLE II PURCHASE AND SALE 4
2.1 Property 4
2.2 Assumption of Liabilities. 5
2.3 Purchase Price 5
2.4 Earnest Money Deposit 5
2.5 Adjustment of Purchase Price. 6
2.6 Escrow Agent. 7
     
ARTICLE III DUE DILIGENCE PERIOD 8
3.1 Due Diligence Period 8
3.2 Buyer’s Responsibilities 8
3.3 Continuing Diligence and Inspection Rights 8
     
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 9
4.1 Organization; Good Standing 9
4.2 Consent of Third Parties 9
4.3 Authority; Enforceability 9
4.4 Absence of Conflicts 10
4.5 No Judgments 10
4.6 No Governmental Approvals 10
4.7 Insurance 10
4.8 Litigation 10
4.9 Compliance with Laws 10
4.10 Environmental Matters 10
4.11 Assessments 11
4.12 Property Agreements 11
4.13 Licenses 11
4.14 Resident Agreements 11
4.15 Medicare; Medicaid 11
4.16 Condemnation 11
4.17 Condition of Property 11
4.18 Independent Property 12
4.19 Full Disclosure 12
4.20 Utilities Access 12
4.21 Zoning 12
4.22 FIRPTA 12
4.23 Interests; Title 12
4.24 Title Encumbrances 12
4.25 Affordable Housing Units 12
4.26 No New Survey Matters 12
4.27 Loans 12
4.28 Patriot Act Compliance 12
4.29 Broker’s or Finder’s Fees 13
4.30 Insolvency 13
     
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 13
5.1 Organization and Good Standing 13
5.2 Authorization and Binding Effect of Documents 13

 

ii
 

  

5.3 Absence of Conflicts 13
5.4 Consents 13
5.5 Patriot Act Compliance 13
5.6 Broker’s or Finder’s Fees 14
     
ARTICLE VI OTHER COVENANTS 14
6.1 Conduct of Business Prior to the Closing 14
6.2 Notification of Certain Matters 15
6.3 Title; Additional Documents 15
6.4 Other Consents 15
6.5 Inspection and Access 15
6.6 Confidentiality. 15
6.7 Publicity 16
6.8 Commercially Reasonable Efforts 16
6.9 Reports 16
6.10 Post-Closing Obligations of Seller 16
6.11 No Other Representations or Warranties. 16
6.12 Noncompetition 17
6.13 Exclusivity 17
     
ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE 17
7.1 Accuracy of Representations and Warranties; Closing Certificate. 17
7.2 Performance of Agreement 18
7.3 No Material and Adverse Change 18
7.4 [Reserved.] 18
7.5 [Reserved.] 18
7.6 Title Insurance and Survey. 18
7.7 Other Inspections 19
7.8 Delivery of Closing Documents 19
7.9 Licenses. 19
7.10 Termination of Existing Leases & Management Agreements 19
7.11 Governmental Approvals. 19
7.12 Third-Party Consents 20
7.13 Loan Assumption Approval 20
7.14 Management Agreement 20
     
ARTICLE VIII CONDITIONS PRECEDENT TO THE  OBLIGATION OF SELLER TO CLOSE 20
8.1 Accuracy of Representations and Warranties. 20
8.2 Performance of Agreements 20
8.3 Delivery of Closing Documents 20
8.4 Mortgage Release 20
     
ARTICLE IX CLOSING 20
9.1 Closing Date and Place 20
9.2 Deliveries of Seller 20
9.3 Deliveries of Buyer 21
9.4 Closing Costs 21
     
ARTICLE X INDEMNIFICATION 23
10.1 General 23
10.2 Indemnification by Seller 23
10.3 Indemnification by Buyer 23
10.4 Administration of Indemnification 23

 

iii
 

  

ARTICLE XI DEFAULT AND TERMINATION 24
11.1 Right of Termination 24
11.2 Remedies upon Default. 25
11.3 Specific Performance 26
11.4 Obligations Upon Termination 26
11.5 Termination Notice 26
11.6 Sole and Exclusive Remedy 26
     
ARTICLE XII MISCELLANEOUS 26
12.1 Further Actions 26
12.2 Notices 26
12.3 Entire Agreement 27
12.4 Binding Effect; Benefits 27
12.5 Assignment 27
12.6 Governing Law 27
12.7 Amendments and Waivers 27
12.8 Joint and Several 27
12.9 Severability 27
12.10 Headings 28
12.11 Counterparts 28
12.12 References 28
12.13 Schedules and Exhibits 28
12.14 Attorneys’ and Expert Witness Fees 28
12.15 Reserved. 28
12.16 Casualty 28
12.17 Condemnation 29
12.18 Limited Liability 29
12.19 Non-controlled Affiliates 29
12.20 Survival of Defined Terms 29
12.21 Time of Essence 29
12.22 No Third-Party Beneficiary 29
12.23 WAIVER OF JURY TRIAL 29

 

iv
 

 

SCHEDULES

 

Schedule 2.1(a) Excluded Real Property
Schedule 2.2(a) Existing Mortgage
Schedule 2.2(c) Assumed Obligations
Schedule 2.3 Purchase Price Allocation
Schedule 4.2 Consents of Third Parties
Schedule 4.5 Judgments
Schedule 4.7 Seller’s Insurance
Schedule 4.8 Litigation
Schedule 4.14 Exceptions to Rent Roll
Schedule 4.17 Condition of the Property
Schedule 4.18 Independent Property
Schedule 4.23 Exceptions to Seller’s Ownership
Schedule 4.24 Title Encumbrances
Schedule 4.27 Loans
Schedule 4.29 Broker’s of Finder’s Fees
Schedule 7.12 Required Consents
   
EXHIBITS  
   
EXHIBIT A Legal Description of the Property
EXHIBIT B List of Required Due Diligence Items for The Property
EXHIBIT C List of Property Agreements
EXHIBIT D List of Licenses Required for the Property
EXHIBIT E Financial Statements
EXHIBIT F Rent Roll
EXHIBIT G Form Resident Agreement
EXHIBIT H Outstanding Citations
EXHIBIT I Form of Audit Letter
EXHIBIT J Form of Guaranty
EXHIBIT K Intentionally Omitted
EXHIBIT L Form of Transition Period Sublease
EXHIBIT M Form of Management Agreement
EXHIBIT N Intellectual Property License

 

v
 

 

PURCHASE AND SALE AGREEMENT

 

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated the 11th day of September, 2014, by and among: Gables of Kentridge, LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”), KENTRIDGE AT GOLDEN POND, LTD and GREAT-KENT, LLC, an Ohio limited liability company (each referred to as the “Seller” and together the “Sellers”), and STEWART TITLE GUARANTY COMPANY (the “Escrow Agent”).

 

RECITALS:

 

A.         Sellers owns that certain 91-unit assisted living and memory care property known as The Gables of KentRidge, located at 5241 Sunnybrook Road, Kent, Ohio 44240, and certain real and personal property associated therewith (the “KentRidge Facility”).

 

B.         Buyer desires to acquire, and Sellers are willing to convey to Buyer, the KentRidge Facility and certain real and personal property associated therewith pursuant to the terms described herein.

 

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

 

ARTICLE I
TERMINOLOGY

 

1.1         Defined Terms. Throughout this Agreement, wherever the term “Seller” is used, such term will apply to each Seller unless otherwise stated and will apply with respect to each Seller to the Land, the Real Property and the Property owned by that Seller, as applicable. Throughout this Agreement, wherever the terms “Land”, “Real Property”, or “Property” are used, such terms will refer to each Seller’s interest in the Land, Real Property or Property, as applicable, unless otherwise stated. The term “party” shall refer either to Buyer or to Sellers collectively. As used herein, the following terms shall have the meanings indicated:

 

Accrued Employee Benefits: Shall mean any accrued wages, salary, vacation or other accrued paid time off or benefits for the employees of the Property, including without limitation those employees who will continue to be employed at the Property after the Closing.

 

Adjustment Amount: The amount computed under Section 2.5 hereof.

 

Affiliate: With respect to any specified person or entity, any other person or entity which, directly or indirectly controls, is controlled by, or is under common control with, the specified person or entity.

 

Applicable Law: Any federal, state, municipal, county, local, foreign or other statute, law, ordinance, rule or regulation or any order, writ, injunction, judgment, plan or decree of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, county, local, foreign or other.

 

Closing: The consummation of the purchase and sale of the Property in accordance with the terms of this Agreement on the Closing Date or at such earlier or later date and time as may be agreed upon by the parties.

 

Code: The Internal Revenue Code of 1986, as amended.

 

Documents: This Agreement, all Exhibits and Schedules hereto, and each other agreement, certificate or instrument to be delivered pursuant to this Agreement.

 

 
 

 

Due Diligence Period: The period commencing on the Effective Date and ending at 6:00 PM Eastern Time on the date which is forty-five (45) days after the Effective Date, during which time Buyer may, at reasonable times with prior notice to Seller, investigate the financial, legal, operational, environmental and all other aspects of the Property as Buyer may desire.

 

Effective Date: The date first written above.

 

Existing Manager: The entity (an Affiliate of Seller) responsible for the management of the Property as of the Effective Date.

 

GAAP: Generally accepted accounting principals as applied in the United States.

 

Knowledge: As used in this Agreement, the term “knowledge” when used to refer to the knowledge of Seller shall mean the actual knowledge of any member, site manager, or officer of Seller upon reasonable inquiry of Existing Manager and the executive director of the KentRidge Facility.

 

Licenses: All certificates, licenses, and permits issued by governmental authorities which are required to be held by an owner or tenant in connection with the ownership, use, occupancy, operation, and maintenance of the Property as an assisted living and memory care facility.

 

Lien: Any mortgage, deed to secure debt, deed of trust, pledge, hypothecation, right of first refusal, security, encumbrance, charge, claim, option or lien of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or Applicable Law.

 

Loss: Any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages and reasonable out-of-pocket expenses, including court costs, expert witness fees and reasonable attorneys’ fees, whether or not arising out of a third-party claim.

 

Other Assets: The Resident Agreements, Resident Deposits, Property Agreements, Intellectual Property and all other property and assets included within the definition of "Property" in Section 2.1 of this Agreement other than Real Property and Personal Property.

 

Permitted Lien: Any (i) statutory liens that secure a governmentally required payment, including without limitation Taxes, not yet due, (ii) zoning regulations and restrictive covenants and easements of record that do not detract in any material respect from the present use of the Property and do not materially and adversely affect, impair or interfere with the use of any property affected thereby, (iii) public utility easements of record, in customary form, to serve the Property, (iv) the Existing Mortgage, and (v) any other condition of title as may be approved by Buyer in writing prior to the end of the Due Diligence Period.

 

Post-Closing Licensee: The Buyer, Tenant or their designee to whom all Licenses will be transferred or otherwise obtained in accordance with Applicable Law for the operation of the Property as an assisted living and memory care facility.

 

Property Condition Report: The property condition report to be obtained by Buyer prior to the end of the Due Diligence Period, which details the physical condition of the Property.

 

Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, whether or not recorded, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding all transfer, conveyance, intangibles, mortgage transfer, and documentary stamp taxes payable in connection with the transactions contemplated by this Agreement.

 

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Tenant: That entity established by Buyer to lease the Property upon purchase by the Buyer.

 

Title Insurer: The Title Insurer is as follows:

 

Stewart Title Guaranty Company

c/o Terrance Miklas

One Washington Mall- Suite 1400

Boston, MA 02108

O 617-933-2415 | M 617-293-8171 | F 617-727-8372

TMiklas@stewart.com

 

1.2         Additional Defined Terms. As used herein, the following terms shall have the meanings defined in the recitals or Section indicated below:

 

Agreed Upon Title Defects Section 7.6(b)
Agreement Preamble
Assumed Obligations Section 2.2(c)
Buyer Preamble
CERCLA Section 4.10
Closing Date Section 9.1
Earnest Money Deposit Section 2.4
Environmental Laws Section 4.10
Escrow Agent Preamble
Escrowed Funds Section 2.6
Existing Mortgage Section 2.2(a)
Floor Section 10.4(f)
Guaranty Section 10.5
Improvements Section 2.1(a)
Indemnified Party Section 10.4(a)
Indemnifying Party Section 10.4(a)
KentRidge Facility Recital A
Land Section 2.1(a)
Management Agreement Section 7.14
Mortgage Holder Section 6.14
Mortgage Release Section 6.14
Non-controlled Affiliates Section 12.19
OFAC Section 4.28
Patriot Act Section 4.28
Permitted Buyer-Assignee Section 12.5
Permitted Exception Section 0
Personal Property Section 2.1(a)
Post-Closing Adjustment Amounts Section 2.5(f)
Preliminary Adjustment Amount Section 2.5(f)
Property Section 2.1
Property Agreements Section 2.1(c)
Proration Date Section 2.5(a)
Proration Schedule Section 2.5(a)
Purchase Price Section 2.3
Real Property Section 2.1(a)
Records Section 6.10
Rent Roll Section 4.14
Required Cure Items Section 0
Resident Agreements Section 2.1(d)
Resident Deposits Section 2.1(d)
SEC Section 6.6(c)
Seller Preamble
Survey Section 7.6(b)
Title Commitment Section 3.3
Title Defect Section 0
Title Notice Section 0
Transaction Costs Section 9.4
Transition Period Sublease Section 7.9(c)

 

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ARTICLE II
PURCHASE AND SALE

 

2.1         Property. Upon and subject to the terms and conditions provided herein, at Closing, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller the following (collectively, the “Property”):

 

(a)          Real Property. All of Seller’s right, title, and interest in and to that certain parcel of real property consisting of land (“Land”) and all buildings, structures, fixtures and other improvements (“Improvements”) located thereon. The Land is more particularly described on Exhibit A attached to this Agreement. The Land and Improvements (collectively, the “Real Property”) shall be deemed to include all licenses, and all rights-of-way, beneficial easements and appurtenances related to the Real Property, other than as set forth on Schedule 2.1(a).

 

(b)          Personal Property. All furnishings, machinery, equipment, vehicles, supplies, inventory, linens, medicine, foodstuffs, consumable and other personal property of any type or description, including, without limitation, all beds, chairs, sofas, wheelchairs, tables, kitchen and laundry equipment associated with and present at the Property (collectively, the “Personal Property”).

 

(c)          Property Agreements. To the extent assignable, all rights of Seller in, to and under all contracts, leases, agreements, commitments and other arrangements, and any amendments, modifications, supplements, renewals and extensions thereof, used or useful in the operation of the Property made or entered into by Seller as of the Effective Date, or between the Effective Date and the Closing in compliance with this Agreement (the “Property Agreements”). Notwithstanding the foregoing, Property Agreements expressly excludes any contracts, leases, agreements, commitments and other arrangements, and any amendments, modifications, supplements, renewals and extensions entered into by Seller after the Effective Date and prior to the Closing in breach of Section 6.1, and any Property Agreements for which consents to the assignment thereof to the Buyer have not been obtained as of the Closing, unless waived by Buyer. Buyer shall have no obligation under the Property Agreements unless such Property Agreements are listed on Schedule 2.2(c).

 

(d)          Resident Agreements. All rights of Seller in, to and under all occupancy, residency, leases, tenancy and similar written agreements entered into in the ordinary course of business with residents of the Property, including any amendments, modifications, supplements, renewals and extensions thereof (“Resident Agreements”), and all deposits, initial service fees and advances of any kind or nature from any resident of the Property (“Resident Deposits”).

 

(e)          Records. True and complete copies of all the books, records, accounts, files, logs, ledgers, journals and architectural, mechanical and electrical plans and specifications pertaining to or used in the operation of the Property, however such data is stored.

 

(f)          Licenses. To the extent they are transferable, any and all Licenses now held in the name of the Seller, or any Affiliate(s) of the Seller, and any renewals, extensions, amendments or modifications thereof.

 

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(g)          Claims and Causes of Action. Rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty, or a contract obligation to complete improvements, make repairs, or deliver services to the Property.

 

(h)          Intellectual Property. Seller shall grant a cost-free limited license in the form attached hereto as Exhibit N (the “Intellectual Property License”), to use the name “Gables of KentRidge” and all trade names, trademarks, service marks, copyrights, patents, jingles, slogans, symbols, logos, inventions, computer software, operating manuals, designs, drawings, plans and specifications, marketing brochures, logos, symbols, trademarks and web sites, or other proprietary material, process, trade secret or trade right used by Seller or its Affiliates in the operation of the Property.

 

2.2         Assumption of Liabilities.

 

(a)          Buyer acknowledges that, effective as of the Closing, Buyer shall assume and undertake to pay, discharge, and perform the liabilities and obligations of Seller from and after Closing and pursuant to the terms of an assumption agreement acceptable to Buyer, under the existing loan secured by the Property identified on Schedule 2.2(a) (the “Existing Mortgage”).

 

(b)          Other than the Existing Mortgage, any Property Agreements assumed by Buyer and any Licenses transferred to Buyer, Buyer is assuming no liabilities attributable to the operation or ownership of the Property which accrued or occurred on or prior to the Closing, all of which Seller shall pay, discharge and perform when due. Specifically, without limiting the foregoing, Buyer shall not assume (i) any claim, action, suit, or proceeding pending as of the Closing or any subsequent claim, action, suit, or proceeding arising out of or relating to any event occurring prior to Closing, with respect to the manner in which Seller conducted its businesses on or prior to the Closing (ii) any liability for Taxes other than real property taxes from and after Closing, or (iii) any liability under any Property Agreements, except for the Assumed Obligations listed in Schedule 2.2(c).

 

(c)          Buyer acknowledges that, effective as of the Closing, Buyer shall assume and undertake to pay, discharge, and perform only the liabilities and obligations of Seller under the Property Agreements and Licenses listed in Schedule 2.2(c) (but not the Property Agreements which are entered into after the Effective Date hereof not in compliance with this Agreement or Property Agreements for which consents to the assignment thereof to the Buyer hereunder have not been obtained as of the Closing), to the extent such liabilities and obligations arise during and relate to any period from and after the Closing (collectively, the “Assumed Obligations”).

 

2.3         Purchase Price. The purchase price for the Property shall be an amount equal to FIFTEEN MILLION THREE HUNDRED SEVENTY THOUSAND AND NO/100 U.S. DOLLARS ($15,370,000.00), (the “Purchase Price”), plus or minus (whichever is applicable) the Adjustment Amount, and shall be paid by Buyer to Seller at Closing in cash via wire transfer of immediately available funds. Buyer and Seller have agreed upon an allocation of the Purchase Price for local, state and federal tax purposes as shown on Schedule 2.3; provided, however, the parties may amend the agreed upon allocation of the Purchase Price in the event an appraisal obtained prior to Closing reflects an allocation which differs by more than ten percent (10%) in any respect from the allocation set forth on Schedule 2.3.

 

2.4         Earnest Money Deposit. On the Effective Date, Buyer shall deposit SEVENTY-FIVE THOUSAND AND NO/100 U.S. DOLLARS ($75,000.00), and, upon the expiration of the Due Diligence Period, so long as Buyer has not terminated this Agreement, an additional SEVENTY-FIVE THOUSAND AND NO/100 U.S. DOLLARS ($75,000.00) (the “Earnest Money Deposit”) with Escrow Agent. The Earnest Money Deposit will be refunded to Buyer if Buyer terminates this Agreement prior to the expiration of the Due Diligence Period as permitted under Section 11.1(a). After the expiration of the Due Diligence Period, the Earnest Money Deposit will be non-refundable to Buyer and will be paid to Seller if this Agreement is terminated for any reason other than Buyer's termination of this Agreement under Section 6.2, Section 11.1(b), Section 11.1(c), Section 11.1(e), Section 11.1(f) , or Section 11.2(a)(i). Upon Closing, the Earnest Money Deposit shall be applied to the Purchase Price.

 

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2.5         Adjustment of Purchase Price.

 

(a)          All income and expenses (including prepaid expenses) of the Property shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the date (the “Proration Date”) immediately preceding the Closing. Such items to be prorated shall include, without limitation:

 

(i)Payments under Assumed Obligations;

 

(ii)The amount of Accrued Employee Benefits;

 

(iii)Utility charges, if any, based on utility charges for the month immediately preceding the Closing;

 

(iv)Real property taxes, which for the year 2014 shall be pro-rated based upon the actual 2014 tax amounts, if available, and if not, available, then upon the estimated assessed value of $15,370,000 for 2014 and applying either (a) the 2014 tax rate, or (b) to the extent the 2014 tax rate is unavailable, the 2013 tax rate. Should actual taxes for the current year vary from estimated taxes, each party shall have the right to demand and receive from the other a re-proration of taxes and reimbursement for the prorated amount or variation thereof up to one (1) year after Closing; and

 

(v)Any loan reserve balances in excess of $90,000 held by the Mortgage Holder and related to the Existing Mortgage (the “Loan Reserve Excess”); provided, however, that Buyer shall be entitled to utilize the Loan Reserve Excess to remediate any deficiencies identified in the Property Condition Report.

 

Buyer and Seller shall prepare a proposed schedule (the “Proration Schedule”) prior to Closing, that shall include the items listed above and any other applicable income and expenses with regard to the Property. Seller and Buyer will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (2) business days prior to Closing.

 

(b)          Any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be either paid to Seller or, if assigned to Buyer, Seller shall receive a credit at Closing for any such deposits.

 

(c)          With respect to any amounts held by Seller in a resident escrow or trust account under any Property Agreement, at or promptly following Closing, Seller shall return the same to the depositor thereof (to the extent the amounts held in any such accounts have not been applied against amounts owing by the depositor thereof in accordance with the terms of the applicable Property Agreement). With respect to any cash security or other deposits actually held by Seller pursuant to the Property Agreements (i.e., other than amounts held in a resident escrow or trust account), at Closing Seller shall credit Buyer for all such deposits (to the extent such security or other deposits have not been applied against delinquent amounts owing under such Property Agreements as provided therein).

 

(d)          Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from a tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Buyer shall forward such payment to Seller. To the extent not prorated as of Closing, payments received by Seller shall be first applied by Buyer and Seller to those amounts which were billed first.

 

(e)          Buyer shall receive all income from and shall be responsible for all expenses of the Property attributable to the period from and after the Proration Date, unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and after the Proration Date, Seller shall forward such payment to Buyer.

 

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(f)          The parties agree that any amounts that may become due under this Section 2.5 shall be paid at Closing as can best be determined (such amount, the “Preliminary Adjustment Amount”). A post-Closing reconciliation of pro-rated items shall be made by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.5 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Any amounts due under this Section 2.5 after the Closing shall be referred to as the “Post-Closing Adjustment Amounts”. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation.

 

(g)          Buyer shall receive a credit towards the Purchase Price for the Accrued Employee Benefits and any other obligations as otherwise expressly agreed by the Buyer and Seller.

 

(h)          This Section 2.5 shall survive the Closing.

 

2.6  Escrow Agent.

 

(a)          By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder with each Buyer and Seller being responsible for ½ of the amounts due Escrow Agent unless due to the default of one particular party under this Agreement, in which case all of the out-of-pocket costs shall be attributable to the Party at fault. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of Ohio. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

 

(b)          The Escrow Agent may resign upon written notice to the Seller and Buyer. If a successor escrow agent is not appointed by the Seller and Buyer within this thirty (30) day period, the Escrow Agent may, but shall have no duty to, petition a court of competent jurisdiction to name a successor. If no successor escrow agent is appointed within thirty (30) days after such written notice, the Escrow Agent may withhold performance by it pursuant to Section 2.6(a) until such time as a successor escrow agent is appointed and, at such time, the Escrow Agent shall deliver the Escrowed Funds or other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer.

 

(c)          The Escrow Agent may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Agent.

 

(d)          This Section 2.6 shall survive the Closing or the expiration or any termination of this Agreement.

 

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ARTICLE III
DUE DILIGENCE PERIOD

 

3.1         Due Diligence Period. During the Due Diligence Period, Buyer shall have the right to a complete physical inspection of the Property as the Buyer deems appropriate to review and evaluate the Property, the nature and extent of the Property, and operations of the Property, and all rights and liabilities related thereto and shall provide Phil Daetwyler (or such other person as may be designated by Seller) at least two (2) business days’ notice of each and every inspection, Property Agreement correspondence, license application, transfer or assignment (the “Due Diligence Coordination Notice”). Buyer acknowledges that Seller desires to keep the sale and terms of the sale confidential and out of the knowledge of certain of its employees until Closing. In consideration of the execution of this Agreement, Seller agrees to cause to be provided to or made available to Buyer, at no cost to Buyer, all items requested on the attached Exhibit B, via electronic mail submission or electronic data room, in an electronic format from which Buyer can generate an accurate and complete paper copy that is both legible and suitable for inspection and review. Buyer may request that other items be provided by Seller in addition to those specifically listed in Exhibit B, which items shall be mutually agreed upon by the Buyer and Seller in their reasonable discretion. During the Due Diligence Period, Buyer shall have reasonable access to the Property at all reasonable times during normal business hours for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that, (a) Buyer will give Seller prior notice of any such inspection or test in accordance with the Due Diligence Coordination Notice and (b) all such tests shall be conducted by Buyer in compliance with Buyer’s responsibilities set forth in Section 3.2 below. In the course of its investigation of the Property, Buyer may make inquiries to third parties such as Existing Manager, parties to Property Agreements and municipal, local and other government officials and representatives; provided that Buyer shall not contact any parties to Property Agreements (other than the applicable Seller or the Existing Manager) without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer may contact and file permit applications with any governmental authorities required to obtain the permits and approvals described in Section 7.8(a) hereof subject to the Due Diligence Coordination Notice. Seller shall cooperate with Buyer’s due diligence during normal business hours so long as Buyer conducts such due diligence during normal business hours and is not disruptive to the operation of Seller’s business at the Property.

 

3.2         Buyer’s Responsibilities. In conducting any inspections, investigations or tests of the Property, Buyer shall (i) not unreasonably disturb the tenants or interfere with their use of the Property; (ii) not materially or unreasonably interfere with the operation and maintenance of the Property; (iii) not materially damage any part of the Property or any personal property owned or held by any tenant or any third party; (iv) not injure or otherwise cause bodily harm to Seller or its agents, guests, invitees, contractors and employees or any tenants or their guests or invitees; (v) comply in all material respects with all Applicable Laws; and (vi) not permit any Liens to attach to the Property by reason of the exercise of its rights hereunder.

 

3.3         Title Commitment. Within five (5) days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer.

 

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If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, except for the Existing Mortgages, (y) all Taxes due and payable, and (z) all judgments against the Seller which may constitute a Lien.

 

All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

 

3.4         Continuing Diligence and Inspection Rights. Following the expiration of the Due Diligence Period, and prior to the Closing or any earlier termination of this Agreement, at reasonable times and upon reasonable notice, Buyer or Buyer’s agent(s), consultants, or other retained professionals shall have the right, at Buyer’s expense, to perform or complete such further inspections and assessments of the Property as Buyer deems necessary or desirable to comply with Buyer’s internal requirements or the requirements of Buyer’s lenders, investors, or members, including, without limitation, further inspection of environmental and structural aspects, assessments of the compliance of the Property with all Applicable Laws, and customary pre-closing walk-throughs. Notwithstanding the foregoing, all such inspections and assessments by Buyer shall be subject to the terms and conditions of Section 3.2 above and shall not extend Buyer’s rights to terminate this Agreement pursuant to Section 11.1(a) hereof.

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller represents and warrants to Buyer as of the Effective Date and as of the Closing as follows:

 

4.1         Organization; Good Standing. Seller is validly existing and in good standing under the laws of the State of Ohio, with all requisite company power and authority to carry on its business in the manner and in the location in which such business has been and is now being conducted, to execute and deliver this Agreement, and to perform its obligations hereunder. Seller has the full right, power and authority and has obtained any and all consents required to enter into this Agreement, all of the documents to be delivered by Seller at the Closing and to consummate or cause to be consummated the transactions contemplated hereby.

 

4.2         Consent of Third Parties. Except as otherwise set forth on Schedule 4.2, no consent or approval of any third party is required as a condition to the entering into, material performance or material delivery of this Agreement by Seller other than such consent as has been previously obtained or will be obtained as of Closing.

 

4.3         Authority; Enforceability. The execution and delivery of this Agreement has been duly authorized by Seller, and this Agreement constitutes the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms.

 

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4.4         Absence of Conflicts. Subject to obtaining the consents and approvals under the Existing Mortgage and as described on Schedule 4.2, neither the execution, delivery or performance of this Agreement will (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate, or accelerate any obligation under, the provisions of the articles of organization or operating agreement of Seller and/or its Affiliates, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Seller and/or its Affiliates is bound or affected, the Property Agreements or any Applicable Law.

 

4.5         No Judgments. Except as set forth on Schedule 4.5, there are no judgments presently outstanding and unsatisfied against the Property, the Seller or any of Seller’s assets.

 

4.6         No Governmental Approvals. Other than any Licenses that will be received by, transferred to or assigned to Buyer at or before closing, to the knowledge of Seller no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with the execution, delivery and performance by Seller of this Agreement or the taking of any action contemplated by this Agreement, which has not been obtained and such failure would have a material adverse effect on the Buyer or the Property.

 

4.7         Insurance. Schedule 4.7 sets forth an accurate summary of all general liability, fire, theft, professional liability and other insurance maintained with respect to the Property, currently and for the last three (3) years. Neither Seller, nor to Seller’s Knowledge, Existing Manager has taken any action or failed to act in a manner, including the failure of Seller or Existing Manager to give any notice or information, which would limit or impair the rights of Seller or Existing Manager under such insurance policies. Seller shall provide Buyer with current loss runs within fifteen (15) days after the end of each month from the Effective Date until the Closing. Prior to Closing Seller will promptly notify Buyer of any potential losses or claims that may be covered by the insurance.

 

4.8         Litigation. Except as set forth on Schedule 4.8, there is no pending or, to Seller’s Knowledge, considered or threatened judgment, litigation, proceeding, investigation or inquiry (by any person, governmental or quasi-governmental agency or authority or otherwise) to which Seller or the Property is a party, including without limitation, litigation brought by Seller against any third party.

 

4.9         Compliance with Laws. The Property has been constructed and has been and is presently used and operated in compliance in all respects with, and in no way in violation of, any Applicable Laws affecting the Property or any part thereof. Neither the Seller nor the Existing Manager has received notice of any violation of any Applicable Laws.

 

4.10       Environmental Matters. Except for any biohazards which have been handled and disposed of in accordance with the Laws, to Sellers’ Knowledge neither Seller nor Existing Manager has generated, stored or disposed of any hazardous substance at or on the Property, and other than any condition which may have been previously disclosed to Seller and included in any Phase I or Phase II tests conducted by Seller prior to the Purchase of the Real Property, Seller has no Knowledge of any previous or present generation, storage, disposal or existence of any hazardous substance at or on the Property other than in accordance with all Applicable Laws. The term “hazardous substance” shall mean “hazardous waste,” “toxic substances,” “petroleum products,” “pollutants,” or other similar or related terms as defined or used from time to time in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) (42 U.S.C. §§ 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6921, et seq.), similar state laws, and regulations (the “Environmental Laws”) adopted thereunder. Neither Seller, nor, to Seller’s Knowledge, Existing Manager, has filed or been required to file any notice reporting a release of any hazardous substance into the environment, and no notice pursuant to Section 103(a) or (c) of the CERCLA, 42 U.S.C. § 9601, et seq. or any other Environmental Law has been or was required to be filed. Neither Seller, nor, to Seller’s Knowledge, Existing Manager, has received any notice letter under any Environmental Law or any notice or claim, and there is no investigation pending, contemplated, or to Seller’s Knowledge threatened, to the effect that Seller or Existing Manager is or may be liable for or as a result of the release or threatened release of hazardous substance into the environment or for the suspected unlawful presence of any hazardous waste on the Property.

 

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4.11         Assessments. Except as may be disclosed in the Title Commitment, to Sellers’ Knowledge there are no special or other assessments for public improvements or otherwise now affecting the Property, now pending or threatened special assessments affecting the Property, and no contemplated improvements affecting the Property that may result in special assessments affecting the Property.

 

4.12         Property Agreements. The Property Agreements listed on Exhibit C hereto are in full force and effect and are all of the agreements relating to or affecting the Property. Seller is not in default of any of its obligations under any of the Property Agreements, and Seller has no Knowledge of any default on the part of any other party thereto.

 

4.13         Licenses. Exhibit D attached hereto is a true and complete list of all Licenses held by the Seller. The Licenses listed on Exhibit D are valid and no material violations exist with respect to such Licenses. No other Licenses are required to be held by the Seller for the lawful ownership, use, occupancy, operation and maintenance of the Property as an assisted living and memory care facility. No applications, complaints or proceedings are pending or, to the Knowledge of Seller, contemplated or threatened which may (i) result in the revocation, modification, non-renewal or suspension of any License or of the denial of any pending applications, (ii) the issuance of any cease and desist order, or (iii) the imposition of any fines, forfeitures, or other administrative actions with respect to the Property or its operation. A list of all unsatisfied or otherwise outstanding citations with respect to the Property or its operation is shown on Exhibit H.

 

4.14         Resident Agreements. Except as otherwise noted on Schedule 4.14, the rent roll attached hereto as Exhibit F (the “Rent Roll”) is true and complete, and no Resident Agreement currently in effect with respect to the Property contains any material financial concession from the standard form of Resident Agreement for the Property attached hereto as Exhibit G. To Sellers’ Knowledge, Seller is not in default under any of its material obligations under any Resident Agreement or any lease, and, except as set forth on the Rent Roll, Seller has no Knowledge of any material default on the part of any other party thereto. All of the Resident Agreements identified on the Rent Roll are currently in full force and effect as of the date of the Rent Roll.

 

4.15         Medicare; Medicaid. No portion of the income from any Property is attributable to Medicare, Medicaid or any public or private third party payor or other program, except for certain payment from private insurers pursuant to long-term care policies. All billing practices of Seller and Existing Manager with respect to private insurance companies have been in compliance with all Applicable Laws.

 

4.16         Condemnation. Neither Seller nor Existing Manager has received any written notice of any pending or contemplated condemnation, eminent domain or similar proceeding, with respect to all or any portion of the Property.

 

4.17         Condition of Property.

 

(a)          Real Property. Except as described on Schedule 4.17, with regard to the Property, to Seller’s Knowledge: (i) there are no material structural defects, (ii) there is no insect or rodent infestation, (iii) the roof is free of leaks, (iv) there are no leaks in the foundation, (v) there are no toxic mold or mold-related problems, and (vi) all mechanical and utility systems servicing the Real Property are in good condition and proper working order, free of material defects and in substantial compliance with all Applicable Laws.

 

(b)          Personal Property. Except as described on Schedule 4.17: (i) the Personal Property comprises all material assets, rights or property used in the operation of the assisted living facility located on the Real Property and constitutes all of the personal property used or required for the operation of the Property as an assisted living facility, and (ii) to Seller’s Knowledge all of the Personal Property is in good condition, working order and repair (ordinary wear and tear excepted).

 

(c)          Intellectual Property. Except as described on Schedule 4.17, to Sellers’ Knowledge the Intellectual Property comprises all material assets, rights or property used in operation of the operation of the assisted living facility located on the Real Property and constitutes all the intellectual property used for the operation of the Property as an assisted living facility.

 

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4.18         Independent Property. Except as described on Schedule 4.18, to Sellers’ Knowledge the Property is an independent unit which does not rely on facilities (other than facilities of public utility, sewer and water companies) located on any property not included in the Property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, or (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to, electric, plumbing, mechanical, heating, ventilating and air conditioning systems. No building or other improvements not included in the Property relies on any part of the Property to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities.

 

4.19         Full Disclosure. To Sellers’ Knowledge none of the representations or warranties in this Agreement by Seller, any descriptive information concerning the Property set forth in this Agreement, or any Schedule or Exhibit attached hereto and referenced herein contains any untrue statement of a fact or omits to state a fact necessary to make the statements of fact contained therein not misleading.

 

4.20         Financial Statements. The following documents attached hereto as Exhibit E, and to be provided again at Closing, are substantially true, complete and correct in all material respects: (i) detailed operating statements for Seller’s period of ownership of the Facility; and (ii) current accounts receivable.

 

4.21         Zoning. Except as provided on Schedule 4.21, to Seller’s Knowledge the current use of the Property is permitted under the applicable municipal zoning ordinances, or special exceptions, variances, or conditions thereto, and the Property complies, to the extent required (including any waiver or grandfathering), with all conditions, restrictions and requirements of such zoning ordinances and all amendments thereto.

 

4.22         FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the Regulations issued thereunder.

 

4.23         Interests; Title. Except as described on Schedule 4.23, Seller owns one hundred percent (100%) of the ownership interest in the Property, free and clear of all Liens except Permitted Exceptions and Permitted Liens. There are no outstanding options or other rights to purchase or otherwise acquire any ownership interest in the Property.

 

4.24         Title Encumbrances. Except as described on Schedule 4.24, Seller is not in default under any of its material obligations under any recorded agreement, easement or instrument encumbering title to the Property, and Seller has no Knowledge of any material default on the part of any other party thereto.

 

4.25         Affordable Housing Units. To Seller’s Knowledge, no bedroom or unit in the Property is leased or reserved for lease as an affordable housing unit or for low- or moderate-income residents. The Property is not required to lease or reserve any unit or bedroom as an affordable housing unit or bedroom or for low-income or moderate-income residents pursuant to a presently existing agreement or Applicable Law.

 

4.26         No New Survey Matters. Since the dates of the most recent surveys for the Real Property (complete and accurate copies of which have been or will be provided to Buyer, to Seller’s Knowledge no new survey matters have arisen in connection with the Real Property which would otherwise be required under the applicable ALTA/ACSM standards to be shown thereon.

 

4.27         Loans. Except for the Existing Mortgage, and as otherwise described on Schedule 4.27, there are no loans secured by the Property.

 

4.28         Patriot Act Compliance. To the extent applicable to Seller, to Seller’s Knowledge Seller has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) and the regulations promulgated thereunder, and the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), to the extent such laws are applicable to Seller. Seller is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, nor is it a resident in, or organized or chartered under the laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

 

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4.29         Broker’s or Finder’s Fees. Except as provided on Schedule 4.29, no agent, broker, investment banker or other person or firm acting on behalf of or under the authority of Seller or any Affiliate of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated by this Agreement. This Section 4.29 shall survive the Closing or the expiration or any termination of this Agreement.

 

4.30         Insolvency. Neither Seller nor any of its Affiliates have, and to Seller’s Knowledge, Existing Manager has not (i) commenced a voluntary case or had entered against them a petition for relief under any Applicable Law relative to bankruptcy, insolvency, or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or similar official in any federal, state or foreign judicial or non-judicial proceeding to hold, administer, and/or liquidate all or substantially all of their respective assets, (iii) had filed against them any involuntary petition seeking relief under any Applicable Law relative to bankruptcy, insolvency, or other relief to debtors which involuntary petition is not dismissed within sixty (60) days, or (iv) made a general assignment for the benefit of creditors.

 

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

 

Buyer represents and warrants to Seller as of the Effective Date and as of the Closing as follows:

 

5.1         Organization and Good Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power to own, operate, and lease the Property and carry on business as it is now being conducted and as the same will be conducted following the Closing.

 

5.2         Authorization and Binding Effect of Documents. The execution and delivery of this Agreement has been duly authorized by Buyer, and this Agreement constitutes the valid and binding obligation and agreement of Buyer, enforceable in accordance with its terms (subject to the effect of bankruptcy, insolvency fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally, and to limitations imposed by general principles of equity, whether applied by a court of law or of equity).

 

5.3         Absence of Conflicts. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, will (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate, or accelerate any obligation under, the provisions of the articles of organization or operating agreement of Buyer and/or its Affiliates, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Buyer and/or its Affiliates is bound or affected, or any Applicable Law to which Buyer and/or its Affiliates is subject.

 

5.4         Consents. The execution, delivery and performance by Buyer and/or its Affiliates of this Agreement and the other Documents, and consummation by Buyer and/or its Affiliates of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance or other action by or notice or declaration to, or filing with, any court or administrative or other governmental body, or the consent, waiver or approval of any other person or entity, excluding consents that Seller is obligated to obtain under Section 7.12 below.

 

5.5         Patriot Act Compliance. To the extent applicable to Buyer, to Buyer’s actual knowledge upon reasonable inquiry, Buyer has complied in all material respects with the Patriot Act and the regulations promulgated thereunder, and the rules and regulations administered by OFAC, to the extent such laws are applicable to Buyer. Buyer is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, nor is it a resident in, or organized or chartered under the laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

 

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5.6         Broker’s or Finder’s Fees. No agent, broker, investment banker, or other person or firm acting on behalf of Buyer or any of its Affiliates or under its authority, is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement. This Section 5.6 shall survive the Closing or the expiration or any termination of this Agreement.

 

ARTICLE VI
OTHER COVENANTS

 

6.1         Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller, its Affiliates and Existing Manager shall:

 

(a)          Operate the Property in the ordinary course of business, including (i) incurring expenses consistent with the past practices and in accordance with the duties of Seller under this Agreement, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors, and (iii) maintaining the Licenses listed on Exhibit D.

 

(b)          Operate the Property and otherwise materially conduct business in accordance with the terms or conditions of the Licenses listed on Exhibit D, all Applicable Laws having jurisdiction over any aspect of the operation of the Property and all applicable insurance requirements.

 

(c)          Maintain the books and records for the Property.

 

(d)          Timely comply in all material respects with the Property Agreements.

 

(e)          Not sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property in whole or in part, except to residents of the facility in the ordinary course of business using a form of resident agreement agreed upon by Seller and Buyer.

 

(f)          Take commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and repair, except for ordinary wear and tear, in a manner consistent with past practices.

 

(g)          Perform all covenants, terms, and conditions and make all payments in a timely fashion, under the Existing Mortgage and any loans listed on Schedule 4.27.

 

(h)          Not amend or modify the Property Agreements or take or fail to take any action thereunder outside the ordinary course of Seller’s business.

 

(i)          Subject to Section 12.16 below and as otherwise allowed by the Existing Mortgage from any reserves being currently held by the Mortgagee, not make any alterations or improvements to the Property or make any capital expenditure with respect to the Property in excess of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) other than those that are required by Applicable Law or that are necessary to preserve the coverage under or comply with the terms of any insurance policy with respect to the Property.

 

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(j)          Not enter into any agreement which calls for annual payments in excess of FIFTY THOUSAND AND NO/100 U.S. DOLLARS ($50,000.00) or for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (60) days prior written notice without the payment of any termination fee or penalty payment, unless otherwise approved in writing by Buyer.

 

(k)          Provide the Buyer with a current Rent Roll on the first day of each month.

 

6.2         Notification of Certain Matters. Seller shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to Seller (each, a “Notice Letter”), of (i) the occurrence, or failure to occur, of any event that would be likely to cause any of its respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing, and (ii) any failure to comply with or satisfy, in any material respect, any covenant, condition, or agreement to be complied with or satisfied under this Agreement. Upon receipt of a Notice Letter by Buyer pursuant to this Section 6.2, Buyer shall be entitled to terminate this Agreement by providing written notice to Sellers and Escrow Agent within ten (10) days after receipt of the Notice Letter. In the event this Agreement is terminated pursuant to this Section 6.2, the Earnest Money Deposit shall be refunded to Buyer, whereupon, except as provided for herein, this Agreement and all rights and obligations of the parties hereunder shall be null and void. If the Closing still occurs after Buyer’s receipt of the Notice Letter, then Buyer shall be deemed to have waived any claim hereunder with respect to the matter discussed in such Notice Letter. If, prior to Closing, either Buyer or Seller obtains Knowledge of any matter that causes the representations or warranties of the other party contained in this Agreement to be untrue or inaccurate in any material respect, such party shall promptly notify the other party thereof in writing.

 

6.3         Title; Additional Documents. At the Closing, Seller shall transfer and convey to Buyer good and indefeasible fee simple title to the Property, free and clear of any Liens except Permitted Exceptions and Permitted Liens. At the Closing, all warranties and guaranties, to the extent assignable or transferable, relating to the Property shall be transferred by Seller to and shall be held and owned by Buyer. Except for the representations, warranties and obligations of Seller provided in this Agreement, at Closing, Seller is transferring the Property to Buyer “As-Is-Where-Is” and with all faults.

 

6.4         Other Consents. Seller shall obtain the material consents or waivers to the transactions contemplated by this Agreement required under the Property Agreements.

 

6.5         Inspection and Access. Seller shall, commencing on the Effective Date of this Agreement, open the assets, books, accounting records, correspondence and files of Seller (to the extent related to the operation of the Property) for examination by Buyer, its officers, attorneys, accountants and agents, with the right to make copies of such books, records and files or extracts therefrom. Subject to the Due Diligence Coordination Notice, such access will be available to Buyer during normal business hours, upon notice, in such manner as will not unreasonably interfere with the conduct of the business of the Property. Seller will make available to Buyer such additional data and other available information regarding the Property as Buyer may reasonably request. Those books, records and files which relate to the Property that are not transferred to Buyer shall be preserved and maintained by Seller for two (2) years after the Closing, or such greater amount of time required by Applicable Law, and those books, records and files relating to the Property the possession of which is being transferred to Buyer hereunder shall be maintained and preserved by Buyer for a period of two (2) years after the Closing, or such greater amount of time required by Applicable Law.

 

6.6         Confidentiality.

 

(a)          Confidential Information. Any and all nonpublic information, documents, and instruments delivered to Buyer by Seller or its agents or Affiliates and any and all nonpublic information, documents, and instruments delivered to Seller by Buyer or its agents or Affiliates, including, without limitation, this Agreement, the Documents and all agreements referenced herein, are of a confidential and proprietary nature. Buyer and Seller agree that prior to Closing, each will maintain the confidentiality of all such confidential information, documents or instruments delivered to each by the other party or its agents in connection with the negotiation of, or in compliance with, this Agreement, and only disclose such information, documents, and instruments to their duly authorized officers, directors, representatives and agents, or as otherwise required by Applicable Law. Buyer and Seller further agree that if the transactions contemplated hereby are not consummated and this Agreement is terminated, each will return all such documents and instruments and all copies thereof in their possession to the other party. This Section 6.6(a) shall only survive Closing as to Seller (and not Buyer) but shall survive as to both Seller and Buyer in the event this Agreement is terminated prior to Closing.

 

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(b)          Confidentiality of Agreement. Seller and Buyer will not disclose the terms or existence of this Agreement to any third party without the prior written consent of the other party or its agents, except that Seller and Buyer may disclose such terms to their respective attorneys, accountants, consultants, engineers, other advisers, members, shareholders, lenders, the Buyer’s potential investors or lenders, and as required by Applicable Law or by Section 7.9 without such prior written consent. This Section 6.6(b) shall survive Closing and shall survive in the event this Agreement is terminated prior to Closing with respect to the Seller.

 

(c)          Permitted Uses of Information. Notwithstanding the forgoing, nothing in this Section 6.6 shall prevent the Buyer from making any disclosure regarding this Agreement to the Securities and Exchange Commission (the “SEC”) necessary to comply with any reporting, disclosure, or filing requirements imposed upon the Buyer by the SEC.

 

(d)          Irreparable Harm. Seller and Buyer recognize that any breach of this Section 6.6 would result in irreparable harm to the other party; therefore, the Seller or the Buyer shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of proving actual damages or posting a bond, cash or otherwise, in addition to all of other legal and equitable remedies.

 

6.7         Publicity. Seller agrees that no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of Buyer, except as required by Applicable Law.

 

6.8         Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to satisfy any condition for which such party is responsible hereunder and to consummate and make effective as soon as practicable the transactions contemplated by this Agreement.

 

6.9         Reports. Seller shall file on a current and timely basis until the Closing, all reports and documents required to be filed with respect to the Licenses. True and complete copies of all such reports filed as of the Effective Date and continuing through the Closing shall be promptly supplied to Buyer by Seller.

 

6.10       Post-Closing Obligations of Seller. Following Closing, at no out-of-pocket cost to Seller, Seller shall use, and shall cause Seller’s Affiliates to use, reasonable diligent efforts to cooperate with Buyer and its Affiliates to (a) confirm that all Licenses are obtained and held by the proper entity for operation of the Property, and (b) to the extent not previously transferred to Buyer, to provide any records in Seller’s custody or control which may be requested of Buyer by any authorized governmental agency. Further, upon Buyer’s request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Property for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Buyer's designated accountants, and at Buyer's expense. This Section 6.10 shall survive the Closing.

 

6.11       No Other Representations or Warranties.

 

(a)          Buyer agrees that, except for the representations and warranties made by Seller and expressly set forth in this Agreement, neither the Seller nor any of its Affiliates or its respective representatives have made (and shall not be construed as having made) to Buyer or any representatives thereof any representation or warranty of any kind.

 

(b)          Seller agrees that, except for the representations and warranties made by Buyer and expressly set forth in this Agreement, neither Buyer nor any of its Affiliates or its representatives have made (and shall not be construed as having made) to Seller or to any of Seller’s Affiliates or any respective representatives thereof any representation or warranty of any kind.

 

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6.12         Noncompetition. After the Closing, Seller and Seller’s Affiliates shall not directly or indirectly (unless acting in accordance with Buyer’s written consent) own, manage, operate, finance or participate in the ownership, management, operation or financing of, or permit its name to be used by or in connection with, any “competitive business or enterprise” located within a ten (10) mile radius of the Real Property for a period of five (5) years following the Closing Date. For purposes of this Section 6.12, the term “competitive business or enterprise” shall mean a nursing home, memory care facility, independent living facility, or assisted living facility. This Section 6.12 shall survive Closing.

 

6.13         Exclusivity. From and after the Effective Date, Seller shall not take any action, directly or indirectly, to encourage, initiate or engage or participate in discussions or negotiations with, or provide any information to, any party, other than Buyer, concerning a potential transaction involving the purchase and sale of the Property, the purchase and sale of all or substantially all of the ownership interest of Seller, or any transaction similar to the foregoing. The provisions of this Section 6.13 shall not survive the termination or Closing of this Agreement.

 

6.14         Existing Mortgage. The parties shall use their respective commercially reasonable efforts and cooperate with each other to obtain from the current holder (the “Mortgage Holder”) of the Existing Mortgage approval of Buyer’s assumption of the Existing Mortgage at Closing and a full release (the “Mortgage Release”) of Seller as of the Closing Date from all obligations under the Existing Mortgage arising from and after Closing (the “Released Mortgage Obligations”), including by cooperating with the Mortgage Holder’s requests for due diligence information and legal opinions, to the extent reasonable and customary. Notwithstanding anything in this Agreement to the contrary, from and after the Effective Date, Buyer shall be permitted to discuss the assumption of the Existing Mortgage and the Mortgage Release directly with the Mortgage Holder. Buyer shall contact the Mortgage Holder regarding, and apply for approval of, the assumption of the Existing Mortgage no later than ten (10) business days after the Effective Date. Seller shall receive a credit to the Purchase Price for any loan reserve balances held by the Mortgage Holder and related to the Existing Mortgage. Buyer and Seller shall equally share the cost of the fees, costs and expenses charged by the Existing Mortgage holder which are related to the assumption of the Existing Mortgage and the Mortgage Release, including all assumption fees and costs charged by the Mortgage Holder, but specifically excluding the fees and expenses of Seller’s and Buyer’s counsel and other advisors, which fees and expenses shall be the sole responsibility of Seller or Buyer respectively. The immediately prior sentence shall survive termination of this Agreement.

 

ARTICLE VII
CONDITIONS PRECEDENT TO THE
OBLIGATION OF BUYER TO CLOSE

 

Buyer’s obligation to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Buyer in writing:

 

7.1         Accuracy of Representations and Warranties; Closing Certificate. Except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer, each of the representations and warranties made by Seller in this Agreement or in any certificate delivered pursuant to Section 9.2 that is qualified as to knowledge or materiality shall be true and correct in all respects when made and shall be true and correct in all respects at and as of the Closing as though such representations and warranties were made or given on and as of the Closing, and each of such representations and warranties that is not qualified as to knowledge or materiality shall be true and correct when made and shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made or given on and as of the Closing. For purposes of determining whether the representations and warranties made by the Seller pursuant to this Agreement are true and correct at and as of the Closing, the Schedules and Exhibits shall be deemed to include only that information contained therein on the date such Schedules and Exhibits are acknowledged pursuant to Section 12.13 and, and shall be deemed to exclude any information disclosed to Buyer pursuant to Section 6.2 or otherwise.

 

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7.2         Performance of Agreement. Seller and its Affiliates shall have performed in all material respects all of their covenants, agreements and obligations required by this Agreement to be performed or complied with by them prior to or upon the Closing.

 

7.3         No Material and Adverse Change. No change or development shall have occurred which has or is likely to materially and adversely affect the Property, its use or its value.

 

7.4         [Reserved.]

 

7.5         [Reserved.]

 

7.6         Title Insurance and Survey.

 

(a)          In the event (x) the Agreed Upon Title Defects specified are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (a) prior to five (5) days following the date of such Title Notice), Buyer shall have the option to:

 

(i)accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement;

 

(ii)pay any amount necessary, not to exceed $200,000, to cure the Agreed Upon Title Defect or Required Cure Item(s) and deduct such amount from the Purchase Price; or

 

(iii)by giving Seller written notice of Buyer’s election, terminate this Agreement and receive a refund of the Earnest Money Deposit, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions.

 

Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default.

 

(b)          Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) for the Existing Mortgage, pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer otherwise assumes any of the obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof.

 

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(c)          At Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period.

 

7.7         Reserved

 

7.8         Delivery of Closing Documents. Seller shall have delivered or caused to be delivered to Buyer on the Closing each of the Documents required to be delivered pursuant to Section 9.2.

 

7.9         Licenses.

 

(a)          To the extent necessary and permitted or required by Applicable Laws, Seller shall have completed the transfer and assignment of all the Licenses listed on Exhibit D to the Post-Closing Licensee at or prior to the Closing. To the extent that any such Licenses are not transferable or assignable by Seller, the Post-Closing Licensee shall have obtained, at the Buyer’s sole cost and expense, in the Post-Closing Licensee’s own name, the Licenses, and Seller shall, and shall cause Existing Manager to, reasonably cooperate with the Post-Closing Licensee in obtaining such Licenses at or prior to Closing. The Post-Closing Licensee shall submit all necessary License applications within ten (10) business days after the Effective Date and shall thereafter diligently pursue all required Licenses. If any Licenses cannot be obtained by the Post-Closing Licensee at or prior to the Closing Date, Buyer shall have the right to extend the Closing as provided for in Section 11.2(a) for a period of ninety (90) days.

 

(b)          In the event the regulatory authorities (i) assert that there are violations and require repairs or alterations to be made to cure such violations which are, in the aggregate, greater than $5,000.00, or (ii) assess fines as a result of operational issues and require such fines to be paid prior to issuing Licenses to the Post-Closing Licensee or prior to confirming to Buyer that the Licenses are in place, no material violations exist, and the Property is in good standing, the Seller’s performance of all such required repairs and alterations at Seller’s expense and payment of any and all such fines by Seller shall be a condition to Buyer’s Closing. If any operational changes are required by such regulatory authorities as a condition to issuing Licenses, Seller’s implementing such action at Seller’s expense shall be a material obligation and condition to Closing. If Seller fails to take such foregoing actions, Buyer shall have the remedy available under Section 11.2(a).

 

(c)          If any of the Licenses cannot be obtained by the Post-Closing Licensee at or prior to the Closing, alternative arrangements that are reasonably satisfactory to Buyer, Seller, and Tenant shall have been implemented to assure that the Post-Closing Licensee shall, to the extent permitted by Applicable Laws, rules and regulations, have the benefit of such Licenses, and Seller and the Post-Closing Licensee shall cooperate and use their respective commercially reasonable efforts to obtain the Licenses for the Post-Closing Licensee or to complete the transfer and assignment of the Licenses by Seller, whichever is applicable, as contemplated in the foregoing sentences promptly after the Closing. For example, but not by way of limitation, in the event the required Licenses have not been transferred, issued or re-issued as of the Closing with respect to the Property, as required by Applicable Law and regulations, Seller, Tenant and the Buyer shall enter into a sublease (the “Transition Period Sublease”), on terms and conditions mutually acceptable to the parties thereto in the form substantially to that attached hereto as Exhibit L, so that the Property may continue to be operated on and after the Closing pending the transfer, issuance or re-issuance of such required Licenses. This subsection shall survive the Closing until the earlier to occur of (i) the issuance of the Licenses to Buyer or Tenant, or (ii) the termination of the Transition Period Sublease, if any.

 

(d)          Sections 7.9(a) and (b) shall survive Closing.

 

7.10       Termination of Existing Leases & Management Agreements Buyer shall have received evidence from Seller, satisfactory to Buyer in its sole discretion, that the lease agreement entered into between Seller and any master tenant, and the management agreement between Seller and Existing Manager have been terminated without fee or cost to Buyer.

 

7.11       Governmental Approvals. Seller shall have obtained all authorizations, consents, orders, or approvals of, shall have made all declarations or filings with, and shall have allowed the expiration of waiting periods imposed by, any governmental agencies necessary for the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, this Section 7.11 shall not apply to the acquisition of any of the Licenses set forth in Exhibit D.

 

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7.12         Third-Party Consents. Seller shall have obtained the consents to assignment, waivers and similar instruments described on Schedule 7.12 hereto, which schedule shall be agreed upon and completed by the parties prior to the expiration of the Due Diligence Period.

 

7.13         Loan Assumption Approval. Buyer shall have obtained approval for assumption of the Existing Mortgage on terms that are reasonably acceptable to Buyer which are, in the aggregate, substantially similar to the current terms of the Existing Mortgage, other than interest rates, which shall reflect current market rates and Buyer’s credit profile and which shall include the Mortgage Release.

 

7.14         Management Agreement. On or before the Closing Date, Buyer and Existing Manager shall have entered into an agreement (the “Management Agreement”) for the continued management of the Property by Existing Manager in substantially the form attached hereto as Exhibit M.

 

ARTICLE VIII
CONDITIONS PRECEDENT TO THE
OBLIGATION OF SELLER TO CLOSE

 

The obligation of the Seller to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Seller in writing:

 

8.1         Accuracy of Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the Effective Date and as of the Closing with the same effect as though made at such time, except for changes that are not materially adverse to Seller.

 

8.2         Performance of Agreements. Buyer shall have performed in all material respects all of its covenants, agreements, and obligations required by this Agreement and each of the other Documents to be performed or complied with by it prior to or upon the Closing.

 

8.3         Delivery of Closing Documents. Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

 

8.4         Mortgage Release. The Mortgage Holder shall have agreed to the Mortgage Release on terms that are reasonably acceptable to Sellers.

 

ARTICLE IX
CLOSING

 

9.1         Closing Date and Place. The Closing shall take place on the date which is the later of i) forty-five (45) days following the expiration of the Due Diligence Period, ii) the completion of the transfer of the Licenses, or (iii) March 31, 2015; provided, however, that if Buyer, using commercially reasonable efforts, has not obtained approval for assumption of the Existing Mortgage by March 31, 2015, Buyer may extend the Closing Date to a date which is no later than May 30, 2015 by delivering notice to Seller of Buyer’s intent to extend the Closing Date, and an additional Earnest Money Deposit of $150,000.00 to the Escrow Agent, which additional deposit shall be handled in the manner set forth in Section 2.4 (the “Closing Date”). The Closing shall be accomplished by the Buyer and Seller depositing the Closing Documents into escrow with the Title Insurer and Buyer and Seller issuing their respective instructions to the Title Insurer without the need for attending in person unless the parties mutually agree otherwise.

 

9.2         Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer:

 

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(a)          A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located.

 

(b)          A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.

 

(c)          A warranty deed customary in the State of Ohio and a bill of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens.

 

(d)          A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section.

 

(e)          A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing.

 

(f)          A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement.

 

(g)          Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller.

 

(h)          All third-party consents described in Section 7.12.

 

(i)          A Transition Period Sublease, if applicable, duly executed by Seller.

 

(j)          The Guaranty, duly executed by Michael Wojno, Randy Theken and Philip Maynard, in the form attached hereto as Exhibit J.

 

(k)          The Intellectual Property License, duly executed by Seller in the form attached hereto as Exhibit N.

 

(l)          Any historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in a way that accurately depicts the financial condition of the company) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as EXHIBIT I attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property.

 

(m)          Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

 

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9.3         Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller:

 

(a)          The Purchase Price in accordance with Section 2.3, subject to the adjustments under Section 2.5.

 

(b)          A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing.

 

(c)          An agreement by Buyer assuming the Assumed Obligations.

 

(d)          The Intellectual Property License, duly executed by Buyer in the form attached hereto as Exhibit N.

 

(e)          A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located.

 

(f)          A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.

 

(g)          Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

 

9.4         Closing Costs.

 

a.Buyer shall pay all costs and fees associated with its studies and inspections related to its due diligence review and pursuit of its approvals, including survey costs, except such third party reports expressly provided by Seller to Buyer.

 

b.Seller shall pay or Buyer shall be credited for an amount equal to all unpaid real property taxes and assessments relating to the period prior to the Closing Date. Buyer shall pay all real property taxes for the period commencing on the Closing Date.

 

c.Buyer and Seller shall each pay (i) their respective attorneys’ fees and expenses (ii) broker fees and commissions engaged by such party, respectively, and (iii) except as set forth below, due diligence costs.

 

d.Seller shall pay for the cost of the title search and title examination.

 

e.Seller and Buyer shall each pay one half (1/2) of the premium for title insurance.

 

f.Buyer shall pay the costs for any endorsements or special exceptions to the title policy.

 

g.Any other costs of transfer, conveyance, intangible, and documentary stamp taxes (collectively, the “Transaction Costs”) shall be allocated between Seller and Buyer and paid in accordance with customary closing cost allocations in the County and State where the Property is located.

 

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ARTICLE X
INDEMNIFICATION

 

10.1       General. The rights to indemnification set forth in this ARTICLE X and the other rights described in this Agreement shall be in addition to all other rights to monetary damages that any party (or the party’s successors or permitted assigns) would otherwise have by Applicable Law in connection with the transactions contemplated by this Agreement or any other Document; provided, however, that neither party shall have the right to be compensated more than once for the same monetary damage.

 

10.2       Indemnification by Seller. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, Tenant and each of their officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any of the following:

 

(a)          Any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document; and

 

(b)          The ownership, operation or control of the Property prior to the Closing, including without limitation, any and all liabilities which relate to events occurring prior to the Closing, regardless of when they are asserted or whether such was disclosed to Buyer and regardless of whether such was a breach of any representation, warranty, or covenant by Seller, except for (i) Assumed Obligations, and (ii) obligations, indebtedness or liabilities to the extent of any Adjustment Amount credited to the Buyer.

 

(c)          Claims by any other party claiming to have represented Seller as broker or agent in connection with the transactions contemplated by this Agreement.

 

10.3       Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

 

(a)          Any material breach by Buyer of any of its representations, warranties, covenants or agreements in this Agreement or any other Document; and

 

(b)          The ownership, operation or control of the Property after the Closing, including the Assumed Obligations, but excluding any obligations, indebtedness or liabilities to the extent of any Adjustment Amount credited to Seller.

 

(c)          Claims by any other party claiming to have represented Buyer as broker or agent in connection with the transactions contemplated by this Agreement.

 

10.4       Administration of Indemnification. For purposes of administering the indemnification provisions set forth in Section 10.2 and Section 10.3, the following procedure shall apply:

 

(a)          Whenever a claim shall arise for indemnification under this ARTICLE X, the party entitled to indemnification (the “Indemnified Party”) shall give a reasonably prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.

 

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(b)          In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party, provided that no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. If, however, (x) the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (y) representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one another in defending against such claim. In the case of clause (x), the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party. In the case of clause (y), the Indemnifying Party shall pay all costs of defense of both itself and the actual, reasonable, out-of-pocket costs of the Indemnified Party.

 

(c)          If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled to periodic reimbursement from the Indemnifying Party of reasonable defense expenses incurred and prompt indemnification from the Indemnifying Party in accordance with this ARTICLE X.

 

(d)          Failure or delay by an Indemnified Party to give a reasonably prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate actual Loss or prejudice as a result of such failure or delay. Notwithstanding anything to the contrary contained herein, the parties agree that no indemnification right or obligation shall apply to the extent any such Loss or expense is paid to an Indemnified Party by an insurance company.

 

(e)          The right to pursue indemnification as set forth in Sections 10.2(a) and 10.3(a) shall survive the Closing hereunder for a period of eighteen (18) months following the Closing, and the right to pursue indemnification as set forth in all other Sections of this ARTICLE X shall survive the Closing hereunder indefinitely.

 

(f)          Notwithstanding anything to the contrary in this Agreement, the right to pursue indemnification as set forth in this ARTICLE X shall be actionable or payable only if valid claims for Losses, if any, collectively aggregate more than TWENTY FIVE THOUSAND and No/100 U.S. Dollars ($25,000.00 (the “Floor”), provided, however, that the foregoing limitation shall not apply in the case of fraud on the part of Buyer, Seller or any of their respective Affiliates, or to any claims arising under Section 10.2(b) or Section 10.3(b) (none of which shall be limited in any manner whatsoever). In addition, Buyer agrees to concurrently seek recovery against Seller, under any insurance policies, the Title Policy and other applicable agreements, and Seller shall not be liable to Buyer to the extent Buyer’s claim is actually satisfied from any sums recovered from such insurance policies, Title Policy or other applicable agreements. FINALLY, IN NO EVENT SHALL EITHER PARTY EVER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES OTHER THAN IN THE EVENT OF FRAUD.

 

10.5         Guaranty. In order to secure the indemnities provided by Seller and other obligations of Seller provided for herein, at Closing, Michael Wojno, Randy Theken and Philip Maynard agree to provide a personal, joint and several, guaranty to Buyer in the cumulative amount of Five Hundred Thousand Dollars ($500,000) (the “Guaranty”) for a period of eighteen (18) months from the Closing in the form attached as Exhibit J to this Agreement.

 

ARTICLE XI
DEFAULT AND TERMINATION

 

11.1         Right of Termination. This Agreement may be terminated prior to Closing as follows:

 

(a)          By Buyer, in its sole and absolute discretion, at any time during the Due Diligence Period for any reason or for no reason whatsoever; or

 

(b)          By written agreement of Seller and Buyer; or

 

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(c)          By Buyer if, as of the Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not been met, or as specifically provided for in Sections 6.2, 7.6, 11.2(a)(i), 12.16, and 12.17; provided, however, that nothing contained in this Section 11.1(c) shall limit Seller’s rights pursuant to 11.2 below;

 

(d)          By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have been met but the conditions in ARTICLE VIII have not been met and Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to 11.2 below; or

 

(e)          By Seller or Buyer if a court of competent jurisdiction or other governmental agency shall have issued an order, decree, or ruling or taken any other action (which order, decree, or ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable.

 

(f)          By Buyer if Buyer obtains Knowledge of any matter that causes any representation or warranty of the Seller contained herein to be untrue or inaccurate in any material respect.

 

(g)          By Seller, if Closing has not occurred prior to March 31, 2015, Buyer has not delivered a notice to Seller of its intention to extend the Closing Date as set forth in Section 9.1, and such failure to close is not due to any default of Sellers;

 

(h)          In the event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the date of delivery of such written notice of termination, (ii) the Buyer and Seller shall equally share the cancellation charges, if any, of the Escrow Agent and Title Insurer, (iii) no party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Agreement, and (iv) all Escrowed Funds shall be released to the party entitled to the same in accordance with Section 2.4 hereof.

 

11.2       Remedies upon Default.

 

(a)          If Seller defaults on any of Seller’s obligations hereunder, and such default continues for ten (10) days after written notice thereof specifying such default, Buyer may serve notice in writing to the Seller in the manner provided in this Agreement, and either:

 

(i)If specific performance is unavailable, terminate this Agreement, receive a refund of the Earnest Money Deposit and receive from Seller reimbursement of all actual and reasonable third-party, out-of-pocket expenses and due diligence costs incurred by Buyer in pursuing the transactions contemplated by this Agreement, and pursue all legal remedies available at law against Seller for Buyer’s actual damages arising from Seller’s default hereunder; or

 

(ii)Waive any such conditions, title objections or defaults and consummate the transaction contemplated by this Agreement in the same manner as if there had been no title objections, conditions or defaults without any reduction in the Purchase Price and without any further claim against the Seller therefor and, if necessary, pursue an action for specific performance.

 

(b)          If Buyer defaults on its obligation to close this transaction, Seller’s exclusive remedy shall be to terminate this Agreement and receive the Earnest Money Deposit as liquidated damages.

 

25
 

 

11.3         Specific Performance. Seller specifically agrees that Buyer shall be entitled, in the event of a default by Seller, to enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement. If Buyer pursues an action for specific performance and prevails, Buyer shall not be entitled to any monetary damages, except as set forth in Section 12.14.

 

11.4         Obligations Upon Termination. Except as otherwise provided herein, if this Agreement is terminated, each of the parties shall bear its own costs incurred in connection with the transactions contemplated by this Agreement. .

 

11.5         Termination Notice. Each notice given by a party to terminate this Agreement shall specify the Subsection of ARTICLE XI pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one Subsection of ARTICLE XI, the Subsection pursuant to which such notice is given and termination is effected shall be deemed to be the section specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified section.

 

11.6         Sole and Exclusive Remedy. Seller and Buyer each acknowledge and agree that prior to the Closing, such party’s sole and exclusive remedy with respect to any and all claims made prior to the Closing for any breach or liability under this Agreement or otherwise relating to the subject matter of this Agreement and the transactions contemplated hereby shall be solely in accordance with, and limited to, Sections 2.4, 11.1, 11.2 and 11.3. The foregoing shall in no manner limit the rights and obligations of the parties provided in ARTICLE X from and after the Closing. In addition, in no event shall the provisions of this ARTICLE XI limit the non-prevailing party’s obligation to pay the prevailing party’s attorneys’ fees and costs pursuant to Section 12.14 hereof.

 

ARTICLE XII
MISCELLANEOUS

 

12.1         Further Actions. From time to time before, at and after the Closing, each party will execute and deliver such other documents as reasonably requested by the Buyer, Seller or Escrow Agent to consummate the transactions contemplated hereby.

 

12.2         Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by facsimile (with written confirmation of receipt), by courier (including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, addressed as follows:

 

If to Seller, to: Michael G. Wojno
  450 Grant Street, Suite 220
  Akron, Ohio 44311
  Telephone: (330) 697-0853
  Facsimile:  (330) 237-0080
  E-mail: mike.wojno@wojnodevelopment.com
   
with copies to: Mark E. Krohn, Esq.
  Brouse McDowell
  388 South Main Street, Suite 500
  Akron, Ohio 44311
  Telephone:(330) 697-6581
  Facsimile: (330) 253-8601
  E-mail:  mkrohn@brouse.com
   
   
(a)            If to Buyer, to: Gables of KentRidge, LLC
  Attn: John Mark Ramsey
  Attn:  Spencer Smith
  189 S. Orange Ave., Suite 1700
  Orlando, Florida 32801
  Telephone:  407-999-2426
  Fax:  (407) 999-5210

 

26
 

  

and: Michael A. Okaty, Esq.
  Foley & Lardner LLP
  111 N. Orange Avenue, Suite 1800
  Orlando, FL 32801
  Telephone:  407-423-7656
  Fax:  407-648-1743
  E-mail:  mokaty@foley.com

 

or such other address as a party may from time to time notify the other parties in writing (as provided above). Any such notice, demand or communication shall be deemed to have been given (i) if so sent by facsimile, upon receipt as evidenced by the sender’s written confirmation of receipt, (ii) if so mailed, as of the date delivered, and (iii) if so delivered by courier, on the date received, except that whenever under this Agreement a notice is either received on a day which is not a business day or is required to be delivered on or before a specific day which is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day.

 

12.3         Entire Agreement. This Agreement and the other Documents constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede any prior negotiations, agreements, understandings, or arrangements between the parties hereto with respect to the subject matter hereof.

 

12.4         Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or permitted assigns. Except to the extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto and any Indemnified Party and their respective successors or permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

 

12.5         Assignment. This Agreement may not be assigned by any party prior to Closing without the written consent of the Buyer and Seller, which consent may be given or withheld in each such party’s sole and absolute discretion, except that Buyer may assign this Agreement and its rights hereunder without the consent of Seller (i) to an Affiliate of Buyer, (ii) to a partnership in which Buyer or any Affiliate of Buyer is a general partner, (iii) a limited liability company in which Buyer or any Affiliate of Buyer is a manager or managing member or (iv) any other lawful entity entitled to do business in the state in which the Property is located provided such entity is controlled by, controlling or under the common control with Buyer or any Affiliate of Buyer (each, a “Permitted Buyer-Assignee”). In the event of such an assignment to a Permitted Buyer-Assignee, Buyer shall not be released from any of its duties, covenants, obligations or representations and warranties under this Agreement and, from and after any such assignment, Buyer and such Permitted Buyer-Assignee shall be jointly and severally liable under this Agreement, and from and after any such assignment, the term “Buyer” shall be deemed to mean such Permitted Buyer-Assignee under any such assignment.

 

12.6         Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the state in which the Real Property is located without regard to its principles of conflicts of laws. Venue for any dispute shall be in Portage County, Ohio.

 

12.7         Amendments and Waivers. No term or provision of this Agreement may be amended, waived, discharged, or terminated orally, except by an instrument in writing signed by: (i) Buyer and Seller with respect to any provision contained herein; and (ii) Buyer, Seller, and Escrow Agent with respect to Section 2.6 hereof. Any waiver shall be effective only in accordance with its express terms and conditions.

 

12.8         Joint and Several. If there is more than one Seller hereunder, Seller shall be jointly and severally liable with the other Seller for performing all obligations of Seller under this Agreement.

 

12.9         Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, the parties hereto hereby waive any provision of Applicable Law now or hereafter in effect which renders any provision hereof unenforceable in any respect.

 

27
 

 

12.10         Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

 

12.11         Counterparts. This Agreement may be executed and accepted in one or more counterparts for the convenience of the parties, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of a counterpart hereof via facsimile transmission or by electronic mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

 

12.12         References. All references in this Agreement to Articles and Sections are to Articles and Sections contained in this Agreement unless a different document is expressly specified.

 

12.13         Schedules and Exhibits. Each Schedule and Exhibit referred to in this Agreement shall be deemed to be attached hereto and incorporated by reference even though it may be maintained separately from this Agreement or completed after the Effective Date so long as it is acknowledged as a Schedule or an Exhibit to this Agreement by the parties hereto as of Closing. Any item disclosed hereunder (including in the Schedules and Exhibits hereto) shall be deemed disclosed for all purposes hereof irrespective of the specific representation or warranty to which it is explicitly referenced. The Schedules and Exhibits shall be prepared by Seller and mutually agreed to by the parties within five (5) business days after the Effective Date. The parties agree to cooperate and act in good faith during the preparation of such documents.

 

12.14         Attorneys’ and Expert Witness Fees. In the event either party brings an action to enforce or interpret any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery, be entitled to its costs, fees and expenses incurred in the dispute, including but not limited to reasonable attorneys’ and expert witness. For purposes of this Section 12.14, “prevailing party” shall mean, in the case of a person asserting a claim, such person is successful in obtaining substantially all of the relief sought, and in the case of a person defending against or responding to a claim, such person is successful in denying substantially all of the relief sought.

 

12.15         Reserved.

 

12.16         Casualty. The risk of any loss or damage to the Property by fire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), which notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or repairs to the Property, as determined by the aforesaid independent adjuster, plus any reasonably estimated lost revenue following Closing arising from such fire or casualty; or (y) receive from Seller at Closing (I) an assignment, without representation or warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing arising from such fire or casualty. If the estimated cost of repairing such damage to the Property is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00), as determined by such independent adjuster, Buyer may, at its sole option: (x) terminate this Agreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice described above, in which event no party shall have any further liability to the party under this Agreement; or (y) proceed to Closing as provided in this Section 12.16. In no event shall the amount of insurance proceeds assigned to Buyer under this subparagraph (plus the amount of the deductible) exceed the lesser of (i) the cost of repair or (ii) the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.

 

28
 

 

12.17         Condemnation. The risk of any loss or damage to the Property by condemnation before the Closing shall continue to be borne by Seller. In the event any condemnation proceeding is commenced or threatened, Seller shall promptly give Buyer written notice thereof (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), together with such reasonable details with respect thereto as to which Seller may have Knowledge. If, prior to Closing, there is a material taking by eminent domain at the Property, this Agreement shall become null and void at Buyer’s option, and upon receipt by Seller of the written notice of an election by Buyer to treat this Agreement as null and void, this Agreement shall be deemed null and void. If Buyer elects to proceed and to consummate the purchase despite said material taking, or if there is less than a material taking prior to Closing, there shall be no reduction in or abatement of the Purchase Price and Buyer shall be required to purchase the Property in accordance with the terms of this Agreement, and Seller shall assign to Buyer, without representation of warranty by or recourse against Seller, all of Seller’s right, title and interest in and to any award made or to be made in the condemnation proceeding (in which event Buyer shall have the right to participate in the adjustment and settlement of any insurance claim relating to said damage). For the purpose of this Section 12.17, the term “material” shall mean any taking of in excess of five percent (5%) of the square footage of the Property or ten percent (10%) of the Real Property associated with the Property. The parties’ obligations, if any, under this Section 12.17 shall survive the expiration or any termination of this Agreement.

 

12.18         Limited Liability. Except as it relates to the Guaranty, no past, present, or future member, partner, shareholder, director, officer of employee of any party to this Agreement shall have any liability or obligation of any nature whatsoever in connection with or under this Agreement or Document contemplated hereby or in connection with the transactions contemplated by this Agreement or any such other agreement.

 

12.19         Non-controlled Affiliates. Notwithstanding anything to the contrary provided elsewhere in this Agreement, none of the provisions of this Agreement shall in any way limit the activities of Affiliates of Buyer that are not under Buyer’s control (“Non-controlled Affiliates”), including, without limitation, Sentinel RE Investment Holdings LP (“Sentinel”) or any other Affiliates of Sentinel, KKR & Co., L.P. or KKR Financial Holdings, LLC, or the respective directors, officers, employees, equity-holders, managers, members, general or limited partners, advisors, agents or other representatives of such Non-controlled Affiliates. For purposes of this Section 12.18, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise.

 

12.20         Survival of Defined Terms. Where this Agreement provides that a term or provision shall survive the Closing or the expiration or earlier termination of this Agreement, any defined terms contained in ARTICLE I that are used in such surviving term or provision shall also survive.

 

12.21         Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement.

 

12.22         No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of the Buyer, Seller, and Escrow Agent only and are not for the benefit of any third party; and, accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

 

12.23         WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY OTHER DOCUMENT RELATED TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. ANY PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH PARTY HERETO.

 

29
 

 

(The remainder of this page is intentionally left blank.)

 

30
 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the Effective Date.

 

BUYER:   SELLER:
     
Gables of Kentridge, LLC   KENTRIDGE AT GOLDEN POND, LTD
a Delaware limited liability company    
      By: /s/ Philip H. Maynard
By: /s/ John Mark Ramsey   Name: Philip H. Maynard
Name: John Mark Ramsey   Title: Authorized Representative
Title: Authorized Signatory    
    GREAT KENT, LLC, an Ohio limited liability company
     
    By: /s/ Philip H. Maynard
    Name: Philip H. Maynard
    Title: Authorized Representative
     
    ESCROW AGENT:
     
    STEWART TITLE GUARANTY COMPANY
     
    By: /s/ Joseph P. Sullivan
    Name: Joseph P. Sullivan
    Title: Underwriting Counsel

 

 
 

 

Schedule 2.1(a)

Excluded Real Property

 

None.

 

 
 

 

Schedule 2.2(a)

Existing Mortgage

 

The term, “Existing Mortgage” is defined as follows: The loan (the “Loan”) evidenced by Promissory Note dated as of April 1, 2014 in the original principal amount of $9,172,500.00 given by Great-Kent, LLC (“Seller”) to Love Funding Corporation (“Lender”) as secured by Mortgage given by Seller to Lender dated as of April 1, 2014 recorded with the Portage County Recorder’s Office as 201405448. The Loan is insured by the U. S. Department of Housing and Urban Development (“HUD”) pursuant to the National Housing Act, as amended, is subject to such contractual and other requirements imposed by HUD and the Lender in connection with all documents executed and delivered by Seller in connection with the closing of the Loan, including, but not limited to, a certain Regulatory Agreement for Multifamily Housing Projects executed by Seller, as well as all statutes, rules and regulations with regard to HUD insured loans such as the Loan. Reference is hereby made to the closing binder with regard to the Loan, which has been produced to Buyer.

 

 
 

 

Schedule 2.2(c)

Assumed Obligations

 

1. That certain Beauty Salon Contract with Bonita J. Fish, dated January 1, 2012.

 

2. That certain Pharmacy Distributor with Omnicare Pharmacy of Wadsworth, undated.

 

3. That certain Assisted Living Facility Service Agreement with Nutrition Consulting Services, Inc., dba Becky Dorner & Associates Consulting, dated April 16, 2014.

 

4. That certain Fire Systems Service Contract with Auto Tech Fire Systems, dated October 6, 2005.

 

5. That certain Retainer Agreement - Medical Directorwith William Mills, MD, dated January 1, 2010.

 

6. That certain Service Agreement with State Termite and Pest Control, dated September 9, 2005.

 

7. That certain Agreement for water delivery with Clearwater Systems, dated September 20, 2012.

 

8. That certain Preventative Maintenance Agreement with Crown Heating & Cooling, dated September 20, 2013.

 

9. Planned Equipment Maintenance Agreementwith Cummins Bridgeway, LLC, dated September 1, 2012.

 

10. That certain Waste Management agreement executed by Sandra Warner, undated.

 

11. That certain Steri-Safe Service Agreement with Stericycle dated January 1, 2009.

 

12. That certain Maintenance Service Agreement with Enviroscapes dated March 30, 2011.

 

13. That certain Agreement for Snow Plowing and Ice Control with Yard Groomers Inc. dba U.S. Lawns of Akron, dated October 29, 2012.

 

 
 

 

Schedule 2.3
Purchase Price Allocation

 

Facility  Real Property   Personal Property   Other Assets   Total 
The Gables of KentRidge  $12,990,000   $690,000   $1,690,000   $15,370,000.00 

 

 
 

 

Schedule 4.2
Consents of Third Parties

 

Existing Mortgage

 

That certain Assisted Living Facility Service Agreement by and between The Gables of Kent Ridge and Nutrition Consulting Services, Inc. dba Becky Dorner & Associates, Inc. dated April 16, 2014

 

That certain Vigil Software Maintenance Agreement by and between Kentridge at Golden Pond and Vigil Health Solutions, Inc. dated October 31, 2006

 

That certain Service agreement by and between Kent Ridge Assisted Living and Stericycle dated January, 2009

 

 
 

 

Schedule 4.5
Judgments

 

None.

 

 
 

 

Schedule 4.7
Seller’s Insurance

 

Separately attached.

 

 
 

 

Schedule 4.8
Litigation

 

None.

 

 
 

 

Schedule 4.14
Exceptions to Rent Roll

 

Separately attached.

 

 
 

 

Schedule 4.17
Condition of the Property

 

None.

 

 
 

 

Schedule 4.18
Independent Property

 

None.

 

 
 

 

Schedule 4.23
Exceptions to Seller Ownership

 

None.

 

 
 

 

Schedule 4.24
Title Encumbrances

 

None.

 

 
 

 

Schedule 4.27
Loans

 

None.

 

 
 

 

Schedule 4.29
Broker’s or Finder’s Fees

 

 
 

 

Schedule 7.12
Required Consents

 

Consent to the Assignment of the Existing Mortgage.

 

 
 

 

EXHIBIT A

Legal Description of the Property

 

Separately attached.

 

A-1
 

 

EXHIBIT B

List of Required Due Diligence Items

for the Property

 

Separately attached.

 

B-1
 

 

EXHIBIT C

 

List of Property Agreements

 

1. That certain Beauty Salon Contract with Bonita J. Fish, dated January 1, 2012.

 

2. That certain Pharmacy Distributor with Omnicare Pharmacy of Wadsworth, undated.

 

3. That certain Assisted Living Facility Service Agreement with Nutrition Consulting Services, Inc., dba Becky Dorner & Associates Consulting, dated April 16, 2014.

 

4. That certain Fire Systems Service Contract with Auto Tech Fire Systems, dated October 6, 2005.

 

5. That certain Retainer Agreement - Medical Directorwith William Mills, MD, dated January 1, 2010.

 

6. That certain Service Agreement with State Termite and Pest Control, dated September 9, 2005.

 

7. That certain Agreement for water delivery with Clearwater Systems, dated September 20, 2012.

 

8. That certain Preventative Maintenance Agreement with Crown Heating & Cooling, dated September 20, 2013.

 

9. Planned Equipment Maintenance Agreementwith Cummins Bridgeway, LLC, dated September 1, 2012.

 

10. That certain Waste Management agreement executed by Sandra Warner, undated.

 

11. That certain Steri-Safe Service Agreement with Stericycle dated January 1, 2009.

 

12. That certain Maintenance Service Agreement with Enviroscapes dated March 30, 2011.

 

13. That certain Agreement for Snow Plowing and Ice Control with Yard Groomers Inc. dba U.S. Lawns of Akron, dated October 29, 2012.

 

C-1
 

 

EXHIBIT D

 

List of Licenses Required for the Property

 

Separately attached.

 

D-1
 

 

EXHIBIT E

Financial Statements

 

1. That certain Balance Sheet for Inn at Golden Pond Limited dated December 31, 2012.

2. That certain Balance Sheet for Inn at Golden Pond Limited dated December 31, 2013.

3. That certain Balance Sheet for Kentridge at Golden Pond dated December 31, 2012.

4. That certain Balance Sheet for Kentridge at Golden Pond dated December 31, 2013.

5. That certain Balance Sheet for Kentridge at Golden Pond dated as of September 30, 2014.

6. That certain Profit & Loss Budget Performance Report for Kentridge at Golden Pond for the period from January 1, 2014 to September 30, 2014.

7. That certain A/R Aging Summary dated October 22, 2014.

8. That certain A/R Aging Detail dated October 22, 2014.

 

E-1
 

 

EXHIBIT F


Rent Roll

 

Separately attached.

 

F-1
 

 

EXHIBIT G


Form Resident Agreement

 

Separately attached.

 

F-1
 

 

EXHIBIT H

 

Outstanding Citations

 

None.

 

H-1
 

 

EXHIBIT I

 

Form of Audit Letter

 

Separately attached.

 

F-1
 

 

EXHIBIT J

 

Form of Guaranty

 

Separately attached.

 

F-1
 

 

EXHIBIT K

 

Intentionally Omitted

 

K-1
 

 

EXHIBIT L

 

Form of Transition Period Sublease

 

None.

 

L-1
 

 

EXHIBIT M

 

Form of Management Agreement

 

Separately attached.

 

M-1
 

 

EXHIBIT N

 

Intellectual Property License

 

Separately attached.

 

M-2

 

 EX-10.15 4 v403036_ex10-15.htm EXHIBIT 10.15

 

Exhibit 10.15

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

 

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is entered into as of the 22nd day of October, 2014, between GABLES OF KENTRIDGE, LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”), and KENTRIDGE AT GOLDEN POND, LTD, and GREAT-KENT, LLC, each an Ohio limited liability company (together, the “Seller”).

RECITALS:

 

A.      Seller and Buyer are parties to that certain Purchase and Sale Agreement dated September 11, 2014 (the “Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, certain real property located in Kent, Ohio, as more particularly described in the Agreement.

 

B.      Seller and Buyer desire to amend the Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

AGREEMENTS:

 

1. Recitals, Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. Capitalized but undefined terms used in this Amendment shall have the meaning set forth in the Agreement.

 

2. Due Diligence. The definition of the Due Diligence Period set forth in Section 1 of the Agreement is hereby amended to mean the period commencing on the Effective Date and continuing through 6:00 PM Eastern Time on November 14, 2014.

 

3. Closing Date. Subject to Buyer having acquired the Licenses (as set forth in Section 7.9 of the Agreement) and having obtained approval for assumption of the Existing Mortgage (as set forth in Section 7.13 of the Agreement), Buyer and Seller hereby agree to use reasonable efforts to ensure that the Closing Date occurs on or before December 22, 2014.

 

4. Effect of Amendment. To the extent any provisions contained herein conflict with the Agreement or any other agreements between Seller and Buyer, oral or otherwise, the provisions contained herein shall supersede such conflicting provisions contained in the Agreement or other agreements. Except as specifically modified by this Amendment, the Agreement remains in full force and effect and is in all events ratified, confirmed and approved.

 

5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. Delivery of signatures by e-mail or facsimile shall be valid and binding.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

  BUYER:  
     
  GABLES OF KENTRIDGE, LLC  
       
  By:  /s/ John Mark Ramsey  
  Name:      John Mark Ramsey  
  Its: Authorized Signatory  
       
  SELLER:  
       
  KENTRIDGE AT GOLDEN POND, LTD  
       
  By: /s/ Philip H. Maynard  
  Name:     Philip H. Maynard  
  Title:     Authorized Representative  
       
  GREAT KENT, LLC, an Ohio limited liability company  
       
  By: /s/ Philip H. Maynard  
  Name:     Philip H. Maynard  
  Title:     Authorized Representative  

 

 

 

 EX-10.16 5 v403036_ex10-16.htm EXHIBIT 10.16

 

Exhibit 10.16

 

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

 

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is entered into as of the 19th day of November, 2014, between GABLES OF KENTRIDGE, LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”), and KENTRIDGE AT GOLDEN POND, LTD, and GREAT-KENT, LLC, each an Ohio limited liability company (together, the “Seller”).

 

RECITALS:

 

A.      Seller and Buyer are parties to that certain Purchase and Sale Agreement dated September 11, 2014, as amended (the “Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, certain real property located in Kent, Ohio, as more particularly described in the Agreement.

 

B.      Seller and Buyer desire to amend the Agreement, as set forth below.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

AGREEMENTS:

 

1. Recitals, Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. Capitalized but undefined terms used in this Amendment shall have the meaning set forth in the Agreement.

 

2. Definition of Sellers. The definition of Sellers currently listed in the Preamble to the Agreement is hereby deleted in its entirety. Seller shall now be defined in the Preamble as THE INN AT GOLDEN POND LIMITED, an Ohio limited liability company.

 

3. Closing Condition. As a condition to Buyer's obligation to close, Seller shall have: (i) received all proper permitting and authorizations related to the construction on and near the wetland areas depicted on Exhibit A attached hereto; and (ii) obtained an amendment to that certain Easement Agreement recorded as Instrument No. 200429666 in Portage County Records, which shall (x) restrict the adjoining property owner’s right to relocate pipelines in a manner that impairs Buyer's ability to use the easement area, and (y) certify that any and all costs associated with the relocation of a pipeline shall be the sole obligation of the adjacent property owner.

 

4. Effect of Amendment. To the extent any provisions contained herein conflict with the Agreement or any other agreements between Seller and Buyer, oral or otherwise, the provisions contained herein shall supersede such conflicting provisions contained in the Agreement or other agreements. Except as specifically modified by this Amendment, the Agreement remains in full force and effect and is in all events ratified, confirmed and approved.

 

5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. Delivery of signatures by e-mail or facsimile shall be valid and binding.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

  BUYER:  
     
  GABLES OF KENTRIDGE, LLC  
       
  By: /s/ John Mark Ramsey  
  Name:      John Mark Ramsey  
  Its: Authorized Signatory  
       
  SELLER:  
     
  KENTRIDGE AT GOLDEN POND, LTD  
       
  By: /s/ Philip H. Maynard  
  Name:      Philip H. Maynard  
  Its: Authorized Signatory  
     
  GREAT-KENT, LLC  
     
  By: /s/ Philip H. Maynard  
  Name:      Philip H. Maynard  
  Its: Authorized Signatory  

 

IN WITNESS WHEREOF, this Amendment is acknowledged and agreed to as of the date first written above.

 

  THE INN AT GOLDEN POND LIMITED, an Ohio limited liability company  
       
  By: /s/ Philip H. Maynard  
  Name:      Philip H. Maynard  
  Its: Authorized Signatory  

 

2
 

 

Exhibit A

 

Wetlands

 

 

 

3

 EX-10.17 6 v403036_ex10-17.htm EXHIBIT 10.17

 

Exhibit 10.17

 

SECURED LOAN AGREEMENT

 

for a loan in the aggregate amount of

 

$38,035,000.00

 

MADE BY AND AMONG

 

MVI HEALTH CENTER, LP,
SENTIO LANDLORD HAMMOND, LLC,
WILDEWOOD OWNER, LLC,
SENTIO LANDLORD SLIDELL, LLC,

and
GABLES OF HUDSON, LLC,
as Borrowers,

 

KEYBANK NATIONAL ASSOCIATION,
as Agent,

 

and

 

The lending institutions a party hereto from time to time.

 

Dated as of November 14, 2014

 

 
 

 

Table of Contents

 

    Page
     
ARTICLE 1 INCORPORATION OF RECITALS AND EXHIBITS 2
     
1.1. Incorporation of Recitals 2
     
1.2. Incorporation of Schedules and Exhibits 2
     
ARTICLE 2 DEFINITIONS 2
     
2.1. Defined Terms 2
     
2.2. Other Definitional Provisions 10
     
ARTICLE 3 BORROWERS’ REPRESENTATIONS AND WARRANTIES 11
     
3.1. Representations and Warranties 11
     
3.2. Survival of Representations and Warranties 14
     
ARTICLE 4 LOAN AND LOAN DOCUMENTS 14
     
4.1. Agreement to Borrow and Lend; Lenders’ Obligation to Disburse 14
     
4.2. Loan Documents 15
     
4.3. Term of the Loan 16
     
4.4. Prepayments 17
     
4.5. Required Principal Payments 17
     
4.6. Late Charge 17
     
ARTICLE 5 INTEREST 17
     
5.1. Interest Rate. 17
     
ARTICLE 6 COSTS OF MAINTAINING LOAN 18
     
6.1. Increased Costs and Capital Adequacy 18
     
6.2. Borrower Withholding 19
     
ARTICLE 7 LOAN EXPENSE AND ADVANCES 20
     
7.1. Loan and Administration Expenses 20
     
7.2. Lender’s Attorneys’ Fees and Disbursements 20
     
7.3. Time of Payment of Fees and Expenses 20
     
7.4. Expenses and Advances Secured by Loan Documents 20
     
7.5. Right of Lender to Make Advances to Cure Borrowers’ Defaults 20
     
ARTICLE 8 REQUIREMENTS PRECEDENT TO THE OPENING OF THE LOAN AND ANY SUBSEQUENT DISBURSEMENT 20
 
8.1. Conditions Precedent to Closing and Opening of the Loan. 20
     
8.2. Monthly Payouts. 22
     
8.3. Documents to be Furnished for Each Disbursement. 23
     
ARTICLE 9 RESERVED 23
     
ARTICLE 10 BORROWERS’ AGREEMENTS 23
     
10.1. Borrowers further covenant and agree as follows: 23

 

-i-
 

 

Table of Contents

(continued)

 

    Page
     
ARTICLE 11 CASUALTIES AND CONDEMNATION 29
     
11.1. Agent’s Election to Apply Proceeds on Indebtedness 29
     
11.2. Borrowers’ Obligation to Rebuild and Use of Proceeds Therefor 29
     
ARTICLE 12 ASSIGNMENTS and/or transfers BY BORROWERS 29
     
12.1. Prohibition of Assignments and Transfers by Borrowers 29
     
12.2. Releases of Collateral 30
     
12.3. Prohibition of Transfers in Violation of ERISA 30
     
12.4. Successors and Assigns 31
     
ARTICLE 13 TIME OF THE ESSENCE 31
     
13.1. Time is of the Essence 31
     
ARTICLE 14 EVENTS OF DEFAULT 31
     
14.1. Events of Default 31
     
ARTICLE 15 LENDERS’ REMEDIES IN EVENT OF DEFAULT 33
     
15.1. Remedies Conferred Upon Lenders 33
     
ARTICLE 16 GENERAL PROVISIONS 33
     
16.1. Captions 33
     
16.2. Modification; Waiver 33
     
16.3. GOVERNING LAW 33
     
16.4. Acquiescence Not to Constitute Waiver of Lenders’ Requirements 34
     
16.5. Disclaimer by Lenders 34
     
16.6. Partial Invalidity; Severability 34
     
16.7. Definitions Include Amendments 34
     
16.8. Execution in Counterparts 34
     
16.9. Entire Agreement 34
     
16.10. Waiver of Damages 34
     
16.11. Claims Against Lenders 35
     
16.12. Jurisdiction 35
     
16.13. Set-Offs 35
     
16.14. Authorized Representative 35
     
ARTICLE 17 NOTICES 36
     
ARTICLE 18 RESERVED 37
     
ARTICLE 19 ASSIGNMENTS AND PARTICIPATIONS 37
     
19.1. Assignments and Participations 37
     
19.2. Several Liability 39
     
ARTICLE 20 AGENT 39

 

-ii-
 

 

Table of Contents

(continued)

 

    Page
     
20.1. Appointment 39
     
20.2. Reliance on Agent 39
     
20.3. Powers 40
     
20.4. Disbursements 40
     
20.5. Distribution and Apportionment of Payments 41
     
20.6. Consents and Approvals 42
     
20.7. Agency Provisions Relating to Collateral 43
     
20.8. Lender Actions Against Borrower or the Collateral 44
     
20.9. Assignment and Participation 44
     
20.10. Ratable Sharing 44
     
20.11. General Immunity 44
     
20.12. No Responsibility for Loan, Recitals, etc. 45
     
20.13. Action on Instructions of Lenders 45
     
20.14. Employment of Agents and Counsel 45
     
20.15. Reliance on Documents; Counsel 45
     
20.16. Agent’s Reimbursement and Indemnification 45
     
20.17. Rights as a Lender 46
     
20.18. Lenders’ Credit Decisions 46
     
20.19. Notice of Events of Default 46
     
20.20. Successor Agent 46
     
ARTICLE 21 WAIVER OF JURY TRIAL 47

 

-iii-
 

 

LIST OF EXHIBITS TO LOAN AGREEMENT

 

Exhibit A-1 Legal Description — Mesa Vista Land
Exhibit A-2 Legal Description — Hammond Land
Exhibit A-3 Legal Description — Wildewood Land
Exhibit A-4 Legal Description — Slidell Land
Exhibit A-5 Legal Description — Hudson Land
Exhibit B-1 Permitted Exceptions — Mesa Vista
Exhibit B-2 Permitted Exceptions — Hammond
Exhibit B-3 Permitted Exceptions — Wildewood
Exhibit B-4 Permitted Exceptions — Slidell
Exhibit B-5 Permitted Exceptions  — Hudson
Exhibit C Title Requirements
Exhibit D Survey Requirements
Exhibit E Insurance Requirements
Exhibit F Reserved
Exhibit G Form of Covenant Compliance Certificate
Exhibit H Form of Assignment and Assumption Agreement
Exhibit I Form of Borrowers’ Certificate
   
Schedule I Environmental Documents
Schedule II Debt Service Coverage Requirements for each Project

 

-iv-
 

 

SECURED LOAN AGREEMENT

 

THIS SECURED LOAN AGREEMENT (“Agreement”) is made as of November 14, 2014, by and among Borrowers, KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and/or assigns, as administrative agent (referred to in such capacity as “Agent” in this Agreement), and the lending institutions a party hereto from time to time (Agent, as a lender, and each such other lending institution, and their respective successors and assigns, referred to individually a “Lender” and collectively, as the “Lenders”).

 

RECITALS

 

A.           Mesa Vista Borrower owns fee simple title to a tract of land in the City of San Antonio, State of Texas, which land is legally described in Exhibit A-1 (the “Mesa Vista Land”). In addition, Mesa Vista Borrower owns a 144-bed skilled nursing facility (the “Mesa Vista Improvements”) located on the Mesa Vista Land commonly known as “Mesa Vista Inn Health Center” (the Mesa Vista Land and the Mesa Vista Improvements collectively referred to herein as the “Mesa Vista Project”). The Mesa Vista Project is operated by Mesa Vista Tenant pursuant to the Mesa Vista Operating Lease.

 

B.           Hammond Borrower intends to acquire fee simple title to a tract of land in the City of Hammond, State of Louisiana, which land is legally described in Exhibit A-2 (the “Hammond Land”). In addition, Hammond Borrower proposes to acquire a 44-bed AL/MC health care facility (the “Hammond Improvements”) located on the Hammond Land commonly known as “Live Oak Village of Hammond” (the Hammond Land and the Hammond Improvements collectively referred to herein as the “Hammond Project”). The Hammond Project is, or will be, operated by Hammond Operator pursuant to the Hammond Operating Lease.

 

C.           Wildewood Borrower intends to acquire fee simple title to a tract of land in the City of California, State of Maryland, which land is legally described in Exhibit A-3 (the “Wildewood Land”). In addition, Wildewood Borrower proposes to acquire a 48-bed AL/MC health care facility (the “Wildewood Improvements”) located on the Wildewood Land commonly known as “Autumn Assisted Living at the Villages of Wildewood” (the Wildewood Land and the Wildewood Improvements collectively referred to herein as the “Wildewood Project”). The Wildewood Project is, or will be, operated by Wildewood Operator pursuant to the Wildewood Operating Lease.

 

D.           Slidell Borrower intends to acquire fee simple title to a tract of land in the City of Slidell, State of Louisiana, which land is legally described in Exhibit A-4 (the “Slidell Land”). In addition, Slidell Borrower proposes to acquire a 50-bed AL/MC health care facility (the “Slidell Improvements”) located on the Slidell Land commonly known as “Live Oak Village of Slidell” (the Slidell Land and the Slidell Improvements collectively referred to herein as the “Slidell Project”). The Slidell Project is, or will be, operated by Slidell Operator pursuant to the Slidell Operating Lease.

 

E.           Hudson Borrower intends to acquire fee simple title to a tract of land in the City of Hudson, State of Ohio, which land is legally described in Exhibit A-5 (the “Hudson Land”). In addition, Hudson Borrower proposes to acquire a 112-bed AL/MC health care facility (the “Hudson Improvements”) located on the Hudson Land commonly known as “The Gables of Hudson” (the Hudson Land and the Hudson Improvements collectively referred to herein as the “Hudson Project”). The Hudson Project is, or will be, operated by Hudson Operator pursuant to the Hudson Operating Lease.

 

F.           Borrowers have requested and applied to the Lenders for a loan in the amount of up to THIRTY-EIGHT MILLION THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($38,035,000.00) (the “Loan”) to reimburse Borrowers for a portion of the costs for the acquisition and/or financing of the Projects, as applicable, and the closing costs and expenses of Borrowers in connection therewith and the closing of the Loan, and the Lenders are willing to make the Loan on the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

 

SECURED LOAN AGREEMENTPage 1
 

 

ARTICLE 1
INCORPORATION OF RECITALS AND EXHIBITS

 

1.1.          Incorporation of Recitals.

 

The foregoing preambles and all other recitals set forth herein are made a part hereof by this reference.

 

1.2.          Incorporation of Schedules and Exhibits.

 

Schedules I and II and Exhibits A through I, inclusive, attached hereto are incorporated herein and expressly made a part hereof by this reference.

 

ARTICLE 2
DEFINITIONS

 

2.1.          Defined Terms.

 

The following terms as used herein shall have the following meanings:

 

Adjusted Base Rate: An interest rate per annum equal to the sum of (a) the Base Rate, plus (b) the Applicable Margin. Any change in the Adjusted Base Rate shall be effective immediately from and after a change in the Adjusted Base Rate (or the Federal Funds Effective Rate, as applicable).

 

Adjusted LIBOR Rate: For any LIBOR Rate Interest Period, an interest rate per annum equal to the sum of (i) the rate obtained by dividing (1) the LIBOR Rate for such LIBOR Rate Interest Period by (2) a percentage equal to one hundred percent (100%) minus the Reserve Percentage for such LIBOR Rate Interest Period, and (ii) the Applicable Margin.

 

Affiliate: With respect to a specified person or entity, any individual, partnership, corporation, limited liability company, trust, unincorporated organization, association or other entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such person or entity, including, without limitation, any general or limited partnership in which such person or entity is a partner.

 

Affiliate Operator Project: The collective reference to the Projects other than the Mesa Vista Project.

 

Agreement: This Secured Loan Agreement.

 

AL/MC: An assisted living/memory care senior living health care facility.

 

Applicable Margin: Two and three-quarters percent (2.75%).

 

Applicable Rate: As such term is defined in Section 5.1(a).

 

Appraisal: A MAI certified appraisal of the Projects performed in accordance with FIRREA and Agent’s appraisal requirements by an appraiser selected and retained by Agent.

 

Assignments of Rents: One or more assignments of leases and rents made by the Borrowers in favor of Agent for the benefit of the Lenders assigning all of Borrowers’ respective interest in and to all Leases, subleases and other agreements relating to the use and occupancy of all or any portion of the Projects, and all present and future Leases, rents, issues and profits therefrom, as the same may be hereafter amended, restated, supplemented or otherwise modified pursuant to the terms thereof.

 

Authorized Representative: As such term is defined in Section 16.14.

 

SECURED LOAN AGREEMENTPage 2
 

 

Bankruptcy Code: As such term is defined in Section 14.1(d).

 

Base Rate: For any day, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the greatest of:

 

(i)          the rate of interest established by Agent, from time to time, as its “prime rate,” whether or not publicly announced, which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; and

 

(ii)         the Federal Funds Effective Rate in effect from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum.

 

Borrowers: Mesa Vista Borrower, Hammond Borrower, Wildewood Borrower, Slidell Borrower, and Hudson Borrower, jointly and severally, as applicable.

 

Breakage Costs: Collectively, (a) the cost to Lenders of re-employing funds bearing interest at an Adjusted LIBOR Rate, incurred (or expected to be incurred) in connection with (i) any payment of any portion of a Loan bearing interest at an Adjusted LIBOR Rate prior to the termination of any applicable LIBOR Rate Interest Period, or (ii) the conversion of an Adjusted LIBOR Rate to any other applicable interest rate on a date other than the last day of the relevant interest period, and (b) any amounts payable by a Borrower under any Interest Rate Agreement in connection with termination of such Agreement.

 

Business Day: A day of the year on which banks are not required or authorized to close in Brooklyn, Ohio.

 

Commitment: The maximum amount each Lender has agreed to lend to Borrowers as part of the Loan (which amounts are set forth below the signature line of each Lender), subject to modification by each Assignment and Assumption.

 

Control: As such term is used with respect to any person or entity, including the correlative meanings of the terms “controlled by” and “under common control with”, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

 

Debt Service Coverage: The ratio of (a) the NOI for the applicable period, to (b) the Implied Debt Service.

 

Debt Service Reserve: As such term is defined in Section 10.1(dd).

 

Default or default: Any event, circumstance or condition which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default hereunder.

 

Default Rate: A rate per annum equal to 3% (300 basis points) over the Adjusted Base Rate.

 

Earnout Agreement: That certain Earnout Agreement, by and among GREAT-HUDSON, LLC, an Ohio limited liability company, GABLES-HUDSON, LLC, an Ohio limited liability company, and Hudson Borrower.

 

Earnout Agreement NOI: Shall refer the term “NOI” as defined in the Earnout Agreement.

 

SECURED LOAN AGREEMENTPage 3
 

 

Eligible Assignee: (i) Any Lender; (ii) any commercial bank, savings bank, savings and loan association or similar financial institution which (a) has total assets of Five Billion Dollars ($5,000,000,000) or more, (b) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, (c) in the sole judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (d) in the sole judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank; (iii) any insurance company in the business of writing insurance which (a) has total assets of Five Billion Dollars ($5,000,000,000) or more (b) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (c) meets the requirements set forth in subclauses (c) and (d) of clause (ii) above; and (iv) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000) (including a mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars ($5,000,000,000) or more) which meets the requirement set forth in subclauses (c) and (d) of clause (ii) above; provided that each Eligible Assignee must (w) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (x) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (y) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time and (z) not be a Borrower or an Affiliate of a Borrower.

 

Environmental Documents: Collectively, the documents listed on Schedule I attached hereto.

 

Environmental Proceedings: As such term is defined in Section 3.1(f).

 

Environmental Report: As such term is defined in Section 8.1(n).

 

ERISA: The Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.

 

Extended Maturity Date: November 14, 2018

 

Extension Option: As such term is defined in Section 4.3(b).

 

Event of Default: As such term is defined in Article 14.

 

Federal Funds Effective Rate: Shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

 

Final Maturity Date: The date on which the Note matures, whether by acceleration, lapse of time or otherwise; provided, that such date shall be the Original Maturity Date, unless earlier accelerated as permitted herein or in any other Loan Document, subject to the Extension Option.

 

FIRREA: The Financial Institutions Reform, Recovery And Enforcement Act of 1989, as amended from time to time.

 

GAAP: Generally Accepted Accounting Principles.

 

Governmental Approvals: As such term is defined in Section 3.1(m).

 

Governmental Authority: Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.

 

SECURED LOAN AGREEMENTPage 4
 

 

Gross Revenues: For any period, all revenues determined on a GAAP basis derived from the operation, use, leasing and occupancy of the Projects during such period; provided, however, that in no event shall Gross Revenues include (i) any loan proceeds, (ii) proceeds or payments under insurance policies (except proceeds of business interruption insurance); (iii) condemnation proceeds; (iv) any security deposits received from tenants in the Projects, unless and until the same are applied to rent or other obligations in accordance with the tenant’s lease; or (v) any other extraordinary items, in Agent’s reasonable discretion.

 

Guarantors: Each Operator and Sentio, on a joint and several basis.

 

Hammond Borrower: Sentio Landlord Hammond, LLC, a Delaware limited liability company.

 

Hammond Loan Allocation: $4,675,000.00.

 

Hammond Mortgage: A Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, executed by Hammond Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a first priority lien on Hammond Borrower’s fee simple interest in the Hammond Project, subject only to the Hammond Permitted Exceptions.

 

Hammond Operating Lease: That certain Lease Agreement between Hammond Borrower and Hammond Operator.

 

Hammond Operator: Hammond TRS, LLC, a Delaware limited liability company.

 

Hammond Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-2 hereto to which title to the Hammond Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Hammond Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

Hazardous Material: Means and includes gasoline, petroleum, asbestos containing materials, explosives, radioactive materials or any hazardous or toxic material, substance or waste which is defined by those or similar terms or is regulated as such under any Law of any Governmental Authority having jurisdiction over the Project or any portion thereof or its use, including: (i) any “hazardous substance” defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14) as may be amended from time to time, or any so-called “superfund” or “superlien” Law, including the judicial interpretation thereof; (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (iii) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (iv) any petroleum, including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (vi) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910; and (vii) any other toxic substance or contaminant that is subject to any other Law or other past or present requirement of any Governmental Authority, as any such acts and laws may be amended, modified or supplemented from time to time.

 

Holdback: As such term is defined in Section 4.1(b).

 

Hudson Borrower: Gables of Hudson, LLC, a Delaware limited liability company.

 

Hudson Loan Allocation: $13,000,000.00.

 

Hudson Mortgage: A Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, executed by Hudson Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a first priority lien on Hudson Borrower’s fee simple interest in the Hudson Project, subject only to the Hudson Permitted Exceptions.

 

Hudson Operating Lease: That certain Lease Agreement between Hudson Borrower and Hudson Operator.

 

SECURED LOAN AGREEMENTPage 5
 

 

Hudson Operator: Gables of Hudson TRS, LLC, a Delaware limited liability company.

 

Hudson Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-5 hereto to which title to the Hudson Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Hudson Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

Hudson Project Holdback: $1,500,000.00 of the Hudson Loan Allocation held back subject to the provisions of Section 10.1(ee).

 

Implied Debt Service: The total annual installments of principal and interest that would be required for the Loan Amount calculated based upon a thirty (30) year amortization schedule and a per annum interest rate equal to the greater of (i) six and one-half percent (6.50%), and (ii) the yield per annum as of the date of such calculation on U.S. Treasury securities selected in good faith by Agent, maturing approximately ten (10) years after the date of calculation, plus three percent (3.00%) per annum.

 

Improvements: The collective reference to the Mesa Vista Improvements, the Hammond Improvements, the Wildewood Improvements, the Slidell Improvements, and the Hudson Improvements; provided, however, that, on the date hereof, such term shall only include the Mesa Vista Improvements, the Hammond Improvements and the Slidell Improvements. This term shall refer to the additional Improvements for all purposes as, and when, each applicable Project is acquired by the applicable Borrower.

 

Including or including: Including but not limited to.

 

Indebtedness: Shall mean the aggregate indebtedness of Borrowers to the Lenders under the Loan Documents.

 

Indemnity: As such term is defined in Section 4.2(i).

 

Initial Funding: As such term is defined in Section 4.1(b).

 

Initial Funding Projects: Shall mean the Mesa Vista Project, the Hammond Project and the Slidell Project.

 

Interest Rate Protection Product: Shall mean a floating-to-fixed derivative, or other acceptable “cap” or limitation obtained by a Borrower, at its expense, to protect such Borrower from increases in the applicable LIBOR Rate, in an amount approved by Agent.

 

Interest Rate Agreement: Shall mean the document or instrument evidencing or creating the Interest Rate Protection Product which shall remain in effect from, or subsequent to, the Loan Opening Date.

 

KKR: KKR & Co. L.P., a Delaware limited partnership.

 

Land: The collective reference to the Mesa Vista Land, the Hammond Land, the Wildewood Land, the Slidell Land, and the Hudson Land; provided, however, that, on the date hereof, such term shall only include the Mesa Vista Land, the Hammond Land and the Slidell Land. This term shall refer to the additional Land for all purposes as, and when, each applicable Project is acquired by the applicable Borrower.

 

Late Charge: As such term is defined in Section 4.6.

 

SECURED LOAN AGREEMENTPage 6
 

 

Laws: Collectively, all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction.

 

Leases: The collective reference to all leases, subleases and occupancy agreements affecting a Project or any part thereof now existing or hereafter executed and all amendments, modifications or supplements thereto.

 

LIBOR Adjustment Date: The tenth (10th) day of each calendar month.

 

LIBOR Business Day: A Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.

 

LIBOR Rate: For any LIBOR Rate Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown by Reuters at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such LIBOR Rate Interest Period with a maturity approximately equal to such LIBOR Rate Interest Period and in an amount approximately equal to the amount to which such LIBOR Rate Interest Period relates, adjusted for reserves and taxes if required by future regulations. If Reuters no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Lenders in the London Interbank Market, Agent may select a replacement index.

 

LIBOR Rate Interest Period: With respect to each amount bearing interest at a LIBOR based rate, a period of one month, to the extent deposits with such maturity is available to the Lenders, commencing on a LIBOR Business Day provided, however, that each LIBOR Rate Interest Period shall end on the last LIBOR Adjustment Date occurring prior to the scheduled end of such LIBOR Rate Interest Period.

 

Loan: As such term is defined in Recital I on page 1 of this Agreement.

 

Loan Allocations: Shall mean, collectively, the Hammond Loan Allocation, the Hudson Loan Allocation, the Mesa Vista Loan Allocation, the Slidell Loan Allocation, and the Wildewood Loan Allocation.

 

Loan Amount: The maximum amount of the Loan as set forth in Section 4.1(a) as reduced by (i) principal payments, if any, made from time to time, (ii) the amount of the Hudson Project Holdback not yet disbursed in accordance herewith, and (iii) the amount of the Debt Service Reserve not yet disbursed in accordance herewith.

 

Loan Documents: The collective reference to this Agreement, the documents and instruments listed in Section 4.2, and all the other documents and instruments entered into from time to time, evidencing or securing the Loans or any obligation of payment thereof or performance of Borrowers’ obligations in connection with the transaction contemplated hereunder and any Interest Rate Agreements, each as amended from time to time.

 

Loan Opening Date: The date of this Agreement.

 

Material Adverse Change or material adverse change: The business prospects, operations or financial condition of a person, entity or property has changed in a manner which is reasonably likely to materially impair the value of Lenders’ security for the Loan, prevent timely repayment of the Loan or otherwise prevent the applicable person or entity from timely performing any of its material obligations under the Loan Documents.

 

Mesa Vista Borrower: MVI Health Center, LP, a Delaware limited partnership.

 

Mesa Vista Loan Allocation: $10,000,000.00.

 

Mesa Vista Mortgage: As such term is defined in Section 4.2(b).

 

Mesa Vista Operating Lease: That certain Lease Agreement dated December 31, 2009, as amended, herewith between Mesa Vista Borrower and Mesa Vista Tenant.

 

SECURED LOAN AGREEMENTPage 7
 

 

Mesa Vista Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-1 hereto to which title to the Mesa Vista Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Mesa Vista Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

Mesa Vista Tenant: PM Management – Babcock NC, LLC, a Texas limited liability company.

 

Monthly Excess Cash Flow: The amount by which the monthly cash flow from the Projects exceeds the actual operating expenses for the Projects and all amounts payable under the Loan Documents for such month.

 

Mortgages: The collective reference to the Mesa Vista Mortgage, the Hammond Mortgage, the Wildewood Mortgage, the Slidell Mortgage, and the Hudson Mortgage.

 

Net Operating Income or NOI: The difference between (i) the Gross Revenues for the applicable period, less (ii) the Operating Expenses for such period.

 

Notes: As such term is defined in Section 4.2(a).

 

Opening of the Loan or Loan Opening: The first disbursement of Loan proceeds.

 

Operating Deficit: As such term is defined in Section 10.1(ee).

 

Operating Expenses: For any period, the actual costs and expenses of owning, operating, managing and maintaining the Projects during such period incurred by Operator for the Affiliate Operator Projects and Mesa Vista Borrower for Mesa Vista Project, determined on a GAAP basis, including, (i) either (a) a $350 per unit annual replacement reserve for the Affiliate Operator Projects, or (b) a $500 per bed annual replacement reserve for the Mesa Vista Project, and (ii) the greater of (a) the actual management fees for the Projects during such period, and (b) a management fee in an amount equal to five percent (5%), excepting, however, (w) interest expense, (x) taxes, (y) depreciation and amortization, and (z) lease expense for such period.

 

Operating Leases: Collectively, the Mesa Vista Operating Lease, the Hammond Operating Lease, the Wildewood Operating Lease, the Slidell Operating Lease, and the Hudson Operating Lease.

 

Operating Statement: As such term is defined in Section 10.1(m).

 

Operator(s): Shall mean, individually, or collectively, as applicable, the Hudson Operator, the Hammond Operator, the Wildewood Operator, and the Slidell Operator.

 

Operator Guaranty: As such term is defined in Section 4.2(h).

 

Original Maturity Date: November 14, 2017.

 

Permitted Exceptions: The collective reference to the Mesa Vista Permitted Exceptions, the Chateau Village Permitted Exceptions, the Wildewood Permitted Exceptions, the Slidell Permitted Exceptions, and the Hudson Permitted Exceptions.

 

SECURED LOAN AGREEMENTPage 8
 

 

Permitted Transfer: Provided no Event of Default exists, the following Transfers shall be permitted without Agent’s consent: (i) transfers done solely for estate planning purposes of direct or indirect interests in any Borrower or Guarantor to non-minor family members of the applicable transferor or trusts or other entities established solely for the benefit of, and controlled by, the applicable transferor or family members of such transferor; (ii) the acquisition by Sentinel REIH or any other entity holding a direct or indirect interest in Sentinel REIH (collectively with Sentinel REIH, the “Sentinel Entities”) of a majority of the limited partner interests in Sentio HPOP or a majority of the ownership interests in Guarantor so long as Sentio HPOP or another entity satisfactory to Agent provides a carveout guaranty to Agent in favor of the Lenders along with notice of such transfer prior thereto on substantially the same form as the Sentio Guaranty; (iii) transfers of shares in Guarantor (other than to the Sentinel Entities pursuant to (ii) above) so long as Guarantor remains a publicly registered real estate investment trust and no such transfer results in a change in Control in or over Guarantor; and (iv) any transfer, pledge or encumbrance of direct or indirect ownership interests in or cash flow or cash distributions attributable to direct or indirect ownership interests in the Sentinel Entities so long as following any such transfer, pledge or encumbrance KKR directly or indirectly Controls the Sentinel Entities which hold direct interests in Guarantor and Sentio HPOP [provided, however, that this clause (iv) shall not supersede the provisions of clause (ii) if the same are applicable to the underlying transaction].

 

Project(s): Shall mean, individually or collectively as applicable, any of the Mesa Vista Project, the Hammond Project, the Wildewood Project, the Slidell Project, and the Hudson Project; provided, however, that, on the date hereof, such term shall only include the Initial Funding Projects. This term shall refer to the additional Projects for all purposes as, and when, each applicable Project is acquired by the applicable Borrower.

 

Project Operating Account(s): As such term is defined in Section 4.1(d).

 

Project Release Implied Debt Service: The total annual installments of interest that would be required for the Loan Amount calculated based upon a per annum interest rate equal to the greater of (i) the Applicable Rate, and (ii) four percent (4.00%).

 

Project Release DSC: The ratio of (a) the NOI for the applicable period, to (b) the Project Release Implied Debt Service.

 

Project Rent Account(s): As such term is defined in Section 4.1(d).

 

Reimbursement Contracts: means all third-party reimbursement contracts relating to any Project which are now or hereafter in effect with respect to residents or patients qualifying for coverage under the same, including private insurance agreements, and any successor program or other similar reimbursement program and/or private insurance agreements, now or hereafter existing.

 

Release Price: For any Project, an amount equal to the greater of (i) one hundred percent (100%) of the net proceeds received by the applicable Borrower in connection with the sale or refinance of such Project, and (ii) the applicable Loan Allocation for such Project.

 

Required Lenders: Those Lenders holding at least sixty-six and 67/100th percent (66.67%) of the total outstanding principal balance of the Loans.

 

Reserve Percentage: For any LIBOR Rate Interest Period, that percentage which is specified three (3) Business Days before the first day of such LIBOR Rate Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over the Lenders for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for the Lenders with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such LIBOR Rate Interest Period and with a maturity equal to such LIBOR Rate Interest Period.

 

Sentio HPOP: Sentio Healthcare Properties OP, LP, a Delaware limited partnership

 

Sentinel REIH: Sentinel RE Investment Holdings, LP, a Delaware limited partnership.

 

Slidell Borrower: Sentio Landlord Slidell, LLC, a Delaware limited liability company.

 

Slidell Loan Allocation: $3,825,000.00.

 

SECURED LOAN AGREEMENTPage 9
 

 

Slidell Mortgage: A Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, executed by Slidell Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a first priority lien on Slidell Borrower’s fee simple interest in the Slidell Project, subject only to the Slidell Permitted Exceptions.

 

Slidell Operating Lease: That certain Lease Agreement between Slidell Borrower and Slidell Operator.

 

Slidell Operator: Slidell TRS, LLC, a Delaware limited liability company.

 

Slidell Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-4 hereto to which title to the Slidell Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Slidell Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

Sentio: Sentio Healthcare Properties, Inc., a Maryland corporation.

 

Sentio Guaranty: As such term is defined in Section 4.2(d).

 

Title Insurer: Stewart Title Guaranty Company, or such other title insurance company licensed in the State as may be approved in writing by Agent.

 

Title Policies: As such term is defined in Section 8.1(a).

 

Transfer: As such term is defined in Section 12.1.

 

Wildewood Borrower: Wildewood Owner, LLC, a Delaware limited liability company.

 

Wildewood Loan Allocation: $6,535,000.00.

 

Wildewood Mortgage: As such term is defined in Section 4.2(c).

 

Wildewood Operating Lease: That certain Lease Agreement of even date herewith between Wildewood Borrower and Wildewood Operator.

 

Wildewood Operator: Wildewood TRS, LLC, a Delaware limited liability company.

 

Wildewood Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-3 hereto to which title to the Wildewood Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Wildewood Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

2.2.          Other Definitional Provisions.

 

All terms defined in this Agreement shall have the same meanings when used in the Note, Mortgages, any other Loan Documents, or any certificate or other document made or delivered pursuant hereto. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement.

 

SECURED LOAN AGREEMENTPage 10
 

 

ARTICLE 3
BORROWERS’ REPRESENTATIONS AND WARRANTIES

 

3.1.          Representations and Warranties.

 

To induce each of the Lenders to execute this Agreement and perform its respective obligations hereunder, Borrowers hereby represent and warrant to the Lenders as follows:

 

(a)          Mesa Vista Borrower has good and marketable fee simple title in the Mesa Vista Project, subject only to the Mesa Vista Permitted Exceptions.

 

(b)          Hammond Borrower has, or will upon the acquisition thereof, good and marketable fee simple title in the Hammond Project, subject only to the Hammond Permitted Exceptions.

 

(c)          Wildewood Borrower has, or will upon the acquisition thereof, good and marketable fee simple title in the Wildewood Project, subject only to the Wildewood Permitted Exceptions.

 

(d)          Slidell Borrower has, or will upon the acquisition thereof, good and marketable fee simple title in the Slidell Project, subject only to the Slidell Permitted Exceptions.

 

(e)          Hudson Borrower has, or will upon the acquisition thereof, good and marketable fee simple title in the Hudson Project, subject only to the Hudson Permitted Exceptions.

 

(f)          No litigation or proceedings are pending, or to the best of Borrowers’ knowledge threatened in writing, against any Borrower or Guarantor, which could, if adversely determined, cause a Material Adverse Change with respect to any Borrower, Guarantor or Project. To the best of Borrowers’ knowledge, there are no pending environmental proceedings, whether civil (including actions by private parties), criminal, or administrative proceedings, relating to any Project (collectively, “Environmental Proceedings”), and Borrowers have no knowledge of any threatened (in writing) Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings.

 

(g)          Each Borrower (other than Mesa Vista Borrower) and each Operator is a duly organized and validly existing Delaware limited liability company and has full power and authority to execute, deliver and perform all Loan Documents to which such Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of such Borrower. Mesa Vista Borrower is a duly organized and validly existing Delaware limited partnership and has full power and authority to execute, deliver and perform all Loan Documents to which Mesa Vista Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of Mesa Vista Borrower.

 

(h)          Sentio is a duly organized and validly existing Maryland corporation and has full power and authority to execute, deliver and perform all Loan Documents to which such person is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of such person.

 

(i)          No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor, partner or member of any Borrower or Guarantor, is required in connection with the execution, delivery and performance of this Agreement or any of the Loan Documents other than the recordation of the Mortgages, the Assignments of Rents and UCC-1 Financing Statements, except for such consents, approvals or authorizations of or declarations or filings with any Governmental Authority or non-governmental person or entity where the failure to so obtain would not have an adverse effect on any Borrower or Guarantor or which have been obtained as of any date on which this representation is made or remade.

 

SECURED LOAN AGREEMENTPage 11
 

 

(j)          The execution, delivery and performance of this Agreement, the execution and payment of the Notes and the granting of the Mortgages and other security interests under the other Loan Documents have not constituted and will not constitute, upon the giving of notice or lapse of time or both, a breach or default under any other agreement to which any Borrower or Guarantor is a party or may be bound or affected, or a violation of any law or court order which may affect any Project, any part thereof, any interest therein, or the use thereof.

 

(k)          There is no default under this Agreement or the other Loan Documents, nor any condition which, after notice or the passage of time or both, would constitute a default or an Event of Default under said documents.

 

(l)          (i) No condemnation of any portion of any Project, (ii) no condemnation or relocation of any roadways abutting any Project, and (iii) no proceeding to deny access to any Project from any point or planned point of access to such Project, has commenced or, to the best of Borrowers’ knowledge, is contemplated by any Governmental Authority.

 

(m)          To the best of Borrowers’ knowledge, the current use of each Project does not violate (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting such Project or any part thereof. To the best knowledge of Borrowers, no Project violates (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting such Project or any part thereof. To the best of Borrowers’ knowledge, neither the zoning authorizations, approvals or variances nor any other right to own or to use any Project is to any extent dependent upon or related to any real estate other than the Land applicable to such Project. All consents, licenses and permits and all other authorizations or approvals (collectively, “Governmental Approvals”) required for the ownership and operation of each Project as a skilled nursing facility or an AL/MC, as the case may be, have been obtained and maintained in full force and effect.

 

(n)          To the best of Borrowers’ knowledge, each Project has adequate water, gas and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between such Project and public highways; to the best of Borrowers’ knowledge, none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any applicable Laws.

 

(o)          No brokerage fees or commissions are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.

 

(p)          To the best of Borrowers’ knowledge, financial statements and other information previously furnished by any Borrower or Guarantor to Lender in connection with the Loan are true, complete and correct and fairly present the financial conditions of the subjects thereof as of the respective dates thereof and do not fail to state any material fact necessary to make such statements or information not misleading, and no Material Adverse Change with respect to any Borrower or Guarantor has occurred since the respective dates of such statements and information. To the best of Borrowers’ knowledge, none of any Borrower, nor Guarantor has any material liability, contingent or otherwise, not disclosed in such financial statements.

 

(q)          As of the date hereof and except as disclosed in the Environmental Report, (i) each Project is in a clean, safe and healthful condition, and, except for materials used in the ordinary course of construction, maintenance and operation of such Project, is free of all Hazardous Material and is in compliance with all applicable Laws; (ii) none of the Borrowers nor, to the best knowledge of Borrowers, any other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under, at or in a manner to affect any Project in violation of any applicable Laws, or any part thereof, and no Project has ever been used (whether by any Borrower or, to the best knowledge of Borrowers, by any other person or entity) for any activities involving, directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material in violation of any applicable Laws; (iii) no Project, nor any Borrower is subject to any existing, pending, or, to the best of Borrowers’ knowledge, threatened investigation or inquiry by any Governmental Authority, and no Project is subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) to the best of Borrowers’ knowledge, there are no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any sort on, under or affecting any Project.

 

SECURED LOAN AGREEMENTPage 12
 

 

(r)          Each Project is taxed separately without regard to any other property and for all purposes the Project may be mortgaged, conveyed and otherwise dealt with as an independent parcel.

 

(s)          None of the Borrowers nor their respective agents have entered into any Leases, subleases or other arrangements for occupancy of space within each Project other than the Operating Leases, resident agreements and leases for space of less than 1,000 square feet.

 

(t)          Except as set forth on the applicable survey delivered to Agent for each Project, no portion of the Improvements encroaches upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which any Borrower is aware or has reason to believe may exist) with respect to such Project.

 

(u)          The Loan is not being made for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation T, U or X issued by the Board of Governors of the Federal Reserve System, and each Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System.

 

(v)          No Borrower is a party in interest to any plan defined or regulated under ERISA, and none of the assets of the Borrowers are “plan assets” of any employee benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.

 

(w)          No Borrower is a “foreign person” within the meaning of Section 1445 or 7701 of the Internal Revenue Code.

 

(x)          No Borrower uses any trade name other than its actual name set forth herein. The principal place of business of Borrower is as stated in Article 17.

 

(y)          Each Borrower’s place of organization is the State of Delaware.

 

(z)          All statements set forth in the Recitals are true and correct.

 

(aa)         No Borrower, nor any Guarantor is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, each Borrower hereby agrees to provide Agent with any additional information that any Lender deems necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering and similar activities.

 

(bb)         Each Operating Lease is in full force and effect. To Borrower’s knowledge, there are no defaults (either monetarily or non-monetarily) by any Operator or any Borrower under its Operating Lease.

 

(cc)         No Borrower has entered into this Agreement or any of the other Loan Documents with the actual intent to hinder, delay, or defraud any creditor, and each Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair saleable value of each Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, be greater than such Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and mature. Each Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. No Borrower intends to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of each Borrower).

 

SECURED LOAN AGREEMENTPage 13
 

 

(dd)         After consultation with counsel concerning the federal anti-kickback law (42 U.S.C.A. SEC. 1320a-7b(b)), neither any Borrower nor its agent have offered or given any remuneration or thing of value to any person to encourage referral to the Projects nor has any Borrower or its agent solicited or received any remuneration or thing of value in exchange for any Borrower’s agreement to make referrals or to purchase goods or services for the Projects.

 

(ee)         Except for indirect ownership interests in any Borrower as a result of ownership of publicly traded shares of stock in Sentio, no physician or other healthcare practitioner has an ownership interest in any Borrower, any Project or, to the best of Borrowers’ knowledge, any Operator.

 

(ff)         No Borrower nor its Operator has granted to any third party the right to reduce the number of licensed beds in any Project or to apply for approval to transfer the right to any or all of the licensed beds to any other location.

 

(gg)          No Borrower nor any Guarantor or Project is currently the subject of any proceeding by any governmental agency, and no notice of any violation has been received by any Borrower or Guarantor from any federal, state or local government or quasi-governmental body or agency or any administrative or investigative body that would, directly or indirectly, or with the passage of time:

 

(i)          have a material adverse impact on a Borrower’s or an Operator’s ability to accept and/or retain residents or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible residents;

 

(ii)         modify, limit or annul or result in the transfer, suspension, revocation or imposition of probationary use of any of the permits; or

 

(iii)        affect a Borrower’s continued participation in Third-Party Payors’ Programs, or any successor programs thereto, at current rate certifications.

 

3.2.          Survival of Representations and Warranties.

 

Each Borrower agrees that all of the representations and warranties set forth in Section 3.1 and elsewhere in this Agreement are true as of the date hereof, will be true at the Loan Opening and, except for matters which have been disclosed by Borrowers and approved by Agent in writing, at all times thereafter. Each request for a disbursement under the Loan Documents from the Holdback shall constitute a reaffirmation of such representations and warranties, as deemed modified in accordance with the disclosures made and approved as aforesaid, as of the date of such request. It shall be a condition precedent to the Loan Opening and each subsequent disbursement that each of said representations and warranties is true and correct as of the date of such requested disbursement. Each disbursement from the Holdback shall be deemed to be a reaffirmation by Borrowers that each of the representations and warranties is true and correct as of the date of such disbursement. In addition, at Lender’s request, Borrowers shall reaffirm such representations and warranties in writing prior to each disbursement hereunder.

 

ARTICLE 4
LOAN AND LOAN DOCUMENTS

 

4.1.          Agreement to Borrow and Lend; Lenders’ Obligation to Disburse.

 

Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrowers agree to borrow from the Lenders and each Lender agrees to lend to Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If more than one Lender is a party hereto, the obligations of each such Lender with respect to the amount it has agreed to loan to Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance.

 

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(a)          The maximum aggregate amount of the Loan shall not exceed the lesser of (i) Thirty-Eight Million Thirty-Five Thousand and No/100 Dollars ($38,035,000.00), (ii) the sum of (A) 75% of the “as-is” fair market value for the Mesa Vista Project as determined in an Appraisal plus (B) 69% of the fully earned-out cost of Hudson Borrower to acquire the Hudson Project as shown in the applicable closing statement, plus (C) 65% of the actual cost (including closing costs and reserves) of the applicable Borrowers to acquire the Slidell Project, the Hammond Project and the Wildewood Project as shown in the applicable closing statements, (iii) The sum of (A) 75% of the “as-is” fair market value for the Mesa Vista Project as shown in an Appraisal plus (B) 69% of the “as-stabilized” fair market value of the Hudson Project as shown in an Appraisal plus (C) 65% of the “as-stabilized” fair market value of the Slidell Project, the Hammond Project and the Wildewood Project as shown in one or more Appraisals, and (iv) such amount as will result in a Debt Service Coverage of at least 1.75 to 1.00 calculated based upon the “as-stabilized” NOI for each Project as shown in an Appraisal. The Loan will be funded in one or more advances commencing on the Loan Opening Date. The Loan is non-revolving, and amounts repaid hereunder shall not be available for further borrowing hereunder.

 

(b)          The Lenders agree, upon Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to any Borrower, Guarantor or Project and no default or Event of Default has occurred and is continuing hereunder, to open the Loan, subject to the other provisions of this Agreement, and fund a first advance of $18,250,000.00 (the “Initial Funding”) of the Loan in connection with the Mesa Vista Project, the Hammond Project and the Slidell Project. The remaining $19,785,000.00 of the Loan (the “Holdback) shall be available to Borrowers for the closing of the acquisitions of the Wildewood Project and the Hudson Project subject to the conditions set forth in (c) below.

 

(c)          After the Loan Opening Date, Borrowers shall be entitled to additional advances of the Holdback upon receipt of written request for disbursement and satisfaction of the conditions thereto as set forth herein. Within seven (7) Business Days after the written request by Borrowers for the disbursement by Lenders of any portion of the Holdback, the Lenders shall fund the requested amount of the Holdback to Borrowers, provided that (i) no Material Adverse Change has occurred with respect to any Borrower, Guarantor or Project, (ii) no Event of Default and no material default exists hereunder or under any other Loan Document, (iii) all representations and warranties of Borrowers hereunder shall be deemed remade as of the requested date of funding, and (vi) Agent has received evidence satisfactory to Agent that all conditions set forth in Section 8.1 and 8.3 are fully satisfied as of the applicable disbursement date.

 

(d)          Borrowers and each Operator shall open two deposit accounts for each Project with Agent (each such account of Borrowers shall be a “Project Rent Account” and of Operators shall be a “Project Operating Account”); provided, however, that for the Mesa Vista Project, Mesa Vista Borrower shall open a Project Rent Account only. Thereafter, all rent received by Borrowers under the Operating Leases shall be deposited in the Project Rent Accounts and all cash flow from each Project received by Operators shall be deposited in the applicable Project Operating Account. During the existence of an Event of Default, all such rent and cash flow shall be available for payment of debt service on the Loan, and Agent, for the pro rata benefit of the Lenders, is authorized to pay principal or interest due upon the Notes during the existence of an Event of Default as well as real estate taxes if the same are not paid by the applicable Borrower or Operator prior to delinquency by debiting funds on deposit in the Project Rent Accounts and the Project Operating Accounts. Unless an Event of Default shall exist, Borrowers and Operators shall have access to and may use any or all the funds then held in the Project Rent Accounts or the Project Operating Accounts, respectively, for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors as permitted under the provisions of this Agreement, including, without limitation, Section 10.1(w).

 

4.2.          Loan Documents.

 

Each Borrower agrees that it will, on or before the Loan Opening Date, execute and deliver or cause to be executed and delivered to Agent the following documents in form and substance acceptable to Agent:

 

(a)          One or more promissory notes (the “Notes”), in the maximum amount of the Loan, executed by Borrowers and payable to the order of each Lender in the amount of such Lender’s Commitment.

 

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(b)          A Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the “Mesa Vista Mortgage”), executed by Mesa Vista Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a first priority lien on Mesa Vista Borrower’s fee simple interest in the Mesa Vista Project, subject only to the Mesa Vista Permitted Exceptions.

 

(c)          A Deed of Trust, Absolute Assignment of Rents, Security Agreement and Fixture Filing (the “Wildewood Mortgage”), executed by Wildewood Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a first priority lien on Wildewood Borrower’s fee simple interest in the Wildewood Project, subject only to the Wildewood Permitted Exceptions.

 

(d)          A Guaranty Agreement ( the “Sentio Guaranty”) executed by Sentio and pursuant to which Sentio guarantees the “Guaranteed Indebtedness” as such term is therein defined.

 

(e)          One Payment Guaranty from each Operator (collectively the “Operator Guaranty”) pursuant to which each Operator guarantees, on a joint and several basis, the “Guaranteed Indebtedness” as such term is therein defined.

 

(f)          One environmental indemnity for each Project (collectively, the “Indemnity”) from the applicable Borrower and Guarantors indemnifying Agent and the Lenders with regard to all matters related to Hazardous Materials and other environmental matters for each such Project.

 

(g)          The Assignments of Rents for the Mesa Vista Project and the Wildewood Project.

 

(h)          A security agreement executed by the Operators pursuant to which the Operators pledge all of their interests in the Project as collateral security for the obligations of Borrowers under the Loan Documents.

 

(i)          Such UCC financing statements as Agent’s counsel determines are advisable or necessary to perfect or notify third parties of the security interests intended to be created by the Loan Documents.

 

(j)          Such other documents, instruments or certificates as Agent and its counsel may reasonably require, including such documents as Agent in its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Agreement and the Loan Documents, and to comply with the laws of the State.

 

4.3.          Term of the Loan.

 

(a)          Unless the Loan is otherwise earlier accelerated as permitted herein or under any other Loan Document, all principal, interest and other sums due under the Loan Documents shall be due and payable in full on the Original Maturity Date, subject to the Extension Option. The terms and provisions of this Section 4.3 (and any extension of the Original Maturity Date pursuant hereto) shall not constitute a waiver of the requirement that any modification of the Note or any of the Loan Documents shall require the express written approval of Agent, no such approval (either expressed or implied) having been given as of the date hereof (other than as expressly set forth herein). The Extension Option shall automatically expire and terminate, and shall thereafter be null and void, if Borrowers do not duly elect such Extension Option expressly in accordance therewith.

 

(b)          Borrowers shall have the right to extend the Original Maturity Date through the Extended Maturity Date (“Extension Option”) provided that Borrowers satisfy the following conditions precedent:

 

(i)          The delivery by Borrowers to Agent not less than thirty (30) days prior to the Original Maturity Date (but not more than ninety (90) days prior to such Original Maturity Date) of written notice of Borrower’s election to exercise the extension of the Original Maturity Date (which notice shall also represent and warrant that as of the date thereof there shall exist no uncured Event of Default or any event which, with the passage of time or the giving of notice, would constitute an Event of Default;

 

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(ii)         As of the Original Maturity Date, there shall exist no uncured Event of Default or any event which, with the passage of time or the giving of notice, would constitute an Event of Default;

 

(iii)        Borrowers shall, on the Original Maturity Date, pay to Agent, for the benefit of the Lenders, of an extension fee in an amount equal to the product of twenty-five basis points (0.25%) times the Loan Amount;

 

(iv)         Each Project other than the Mesa Vista Project must maintain a minimum occupancy of 85% determined on a quarterly basis for each quarter during the period from the Original Maturity Date through the Extended Maturity Date; and

 

(v)          Borrowers shall pay all reasonable expenses not to exceed $5,000.00, including (without limitation) reasonable attorneys’ fees and legal expenses, incurred by Agent in connection with determining whether the conditions set forth in this Agreement are fully satisfied and the resulting granting of or refusal to grant the Extension Option by the Lenders (and in connection with the preparation and execution of any documentation therefor).

 

4.4.          Prepayments.

 

Borrowers shall have the right to make prepayments of the Loan, in whole or in part, without prepayment penalty other than any Breakage Costs so long as each such prepayment is made (i) upon not less than seven (7) days’ prior written notice to Agent, and (ii) in minimum increments of $500,000.00. No prepayment of all or part of the Loan shall be permitted unless same is made together with the payment of all interest accrued on the Loan through the date of prepayment and an amount equal to all Breakage Costs and attorneys’ fees and disbursements incurred by each Lender as a result of the prepayment.

 

4.5.          Required Principal Payments.

 

In addition to and not in lieu of each monthly interest payment required under Section 5.1(a), if Borrowers exercise the Extension Option in accordance herewith, principal under the Notes shall be due and payable in monthly installments, commencing on November 10, 2017, and continuing on the tenth (10th) day of each successive month thereafter until the Extended Maturity Date. Each such installment shall be in an amount sufficient to fully amortize the Loan on a thirty (30) year amortization schedule at per annum interest rate of six and one-half percent (6.5%). Notwithstanding anything to the contrary, the aggregate outstanding balance of the Loan plus all accrued but unpaid interest shall be due and payable in full on the Final Maturity Date.

 

4.6.          Late Charge.

 

Any and all amounts due hereunder or under the other Loan Documents which remain unpaid more than ten (10) days after the date said amount was due and payable shall incur a fee (the “Late Charge”) of four percent (4%) of said amount, which payment shall be in addition to all of Lenders’ other rights and remedies under the Loan Documents, provided that no Late Charge shall apply to the final payment of principal on the Final Maturity Date.

 

ARTICLE 5
INTEREST

 

5.1.          Interest Rate.

 

(a)          The Loan will bear interest at the Applicable Rate, unless the Default Rate is applicable. Except as expressly provided herein, the Adjusted LIBOR Rate shall be the “Applicable Rate”. Borrowers shall pay interest in arrears on the tenth (10th) day of every calendar month in the amount of all interest accrued and unpaid. All payments (whether of principal or of interest) shall be deemed credited to Borrowers’ account only if received by 12:00 noon Brooklyn, Ohio, time on a Business Day; otherwise, such payment shall be deemed received on the next Business Day.

 

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(b)          If Agent determines in its reasonable discretion (i) that Dollar deposits in an amount approximately equal to the Loan for the designated LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii) that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate on such portion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting the London interbank market generally, (iii) that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate would be in excess of the maximum interest rate which Borrowers may by law pay, then, in any such event, Agent shall so notify Borrowers and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clause (ii) or (iv) above, or as of the expiration of the applicable LIBOR Rate Interest Period with respect to an event described in clause (i) or (iii) above, bear interest at the Adjusted Base Rate (or such lower rate as required by applicable law) until such time as the situations described above are no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate. At no time may there be more than three (3) LIBOR Rate Interest Periods in effect with respect to the Loan.

 

(c)          Interest at the Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment.

 

(d)          Borrowers shall pay all Breakage Costs incurred from time to time by Lenders upon demand.

 

(e)          If the introduction of or any change in any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations regarding the accrual of interest on the Loan at the Adjusted LIBOR Rate as contemplated by the Loan Documents, then (1) Agent shall notify Borrowers that Lenders are no longer able to maintain the Applicable Rate at an Adjusted LIBOR Rate, (2) the Applicable Rate for any portion of the Loan for which the Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (3) Borrowers shall pay to Agent the amount of Breakage Costs (if any) incurred in connection with such conversion. Thereafter, the Loan shall accrue interest at the Adjusted Base Rate until such time as the situation described herein is no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate.

 

(f)          The Loan shall bear interest at the Default Rate upon the election of the Lenders at any time at which an Event of Default shall exist.

 

ARTICLE 6
COSTS OF MAINTAINING LOAN

 

6.1.          Increased Costs and Capital Adequacy.

 

(a)          Borrowers recognize that the cost to the Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Agent for the pro rata benefit of the Lenders additional amounts to compensate the Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of:

 

(i)          any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Agent (other than taxes imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lenders (which includes the Loan or any applicable portion thereof), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to such Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrower by Lenders under the Loan Documents; or

 

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(ii)         the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof).

 

(b)          If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding.

 

(c)          Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within ten (10) days of receipt by Borrowers of a certificate signed by an authorized officer of Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Agent to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of each Lender’s right to demand payment of such amount for any subsequent or prior period. Agent shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Agent to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

 

6.2.          Borrower Withholding.

 

If by reason of a change in any applicable Laws occurring after the date hereof, any Borrower is required by Law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any Lender), duties or other charges from any payment due under the Notes, the sums due from such Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

 

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ARTICLE 7
LOAN EXPENSE AND ADVANCES

 

7.1.          Loan and Administration Expenses.

 

Each Borrower unconditionally agrees to pay all reasonable expenses of the Loan, including all amounts payable pursuant to Sections 7.2 and 7.3 and any and all other fees owing to Agent or any Lender pursuant to the Loan Documents, and also including, without limiting the generality of the foregoing, all recording, filing and registration fees and charges, mortgage or documentary taxes, all insurance premiums, title insurance premiums and other charges of each Title Insurer, printing and photocopying expenses, survey fees and charges, cost of certified copies of instruments, cost of premiums on surety company bonds and the Title Policies, at the promulgated rates, if applicable, charges of a Title Insurer or other escrowee for administering disbursements, all fees and costs of Agent’s Environmental Report, all appraisal fees, insurance consultant’s fees, travel related expenses and all costs and expenses incurred by Agent in connection with the determination of whether or not Borrowers have performed the obligations undertaken by Borrowers hereunder or have satisfied any conditions precedent to the obligations of each Lender hereunder and, if any default or Event of Default occurs hereunder or under any of the Loan Documents or if the Loan or the Notes or any portion thereof is not paid in full when and as due, all costs and expenses of Lenders (including, without limitation, court costs and counsel’s fees and disbursements) incurred in attempting to enforce payment of the Loan and expenses of Agent and each Lender incurred (including court costs and counsel’s fees and disbursements) in attempting to realize, while a default or Event of Default exists, on any security or incurred in connection with the sale or disposition (or preparation for sale or disposition) of any security for the Loan. Each Borrower agrees to pay all brokerage, finder or similar fees or commissions payable in connection with the transactions contemplated hereby and shall indemnify and hold Agent and the Lenders harmless against all claims, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising in relation to any claim by broker, finder or similar person.

 

7.2.          Lender’s Attorneys’ Fees and Disbursements.

 

Borrowers agree to pay the reasonable attorneys’ fees of the Lenders and disbursements incurred in connection with the Loan, including (i) the preparation of this Agreement, any intercreditor agreements and the other Loan Documents and the preparation of the closing binders, (ii) the disbursement, syndication, amendment and administration of the Loan and (iii) the enforcement of the terms of this Agreement and the other Loan Documents.

 

7.3.          Time of Payment of Fees and Expenses.

 

Borrowers shall pay all expenses and fees incurred as of the Loan Opening on the Loan Opening Date (unless sooner required herein). At the time of the Opening of the Loan, Agent may pay from the proceeds of the initial disbursement of the Loan all Loan expenses. Agent is hereby authorized, without any specific request or direction by Borrowers, to make disbursements from time to time in payment of or to reimburse Agent for all reasonable Loan expenses and fees.

 

7.4.          Expenses and Advances Secured by Loan Documents.

 

Any and all advances or payments made by any Lender under this Article 7 from time to time, and any amounts expended by Agent pursuant to this Agreement, shall, as and when advanced or incurred, constitute additional indebtedness evidenced by the Notes and secured by the Mortgage and the other Loan Documents.

 

7.5.          Right of Lender to Make Advances to Cure Borrowers’ Defaults.

 

In the event that any Borrower fails to perform any of such Borrower’s covenants, agreements or obligations contained in this Agreement or any of the other Loan Documents (after the expiration of applicable grace periods, except in the event of an emergency or other exigent circumstances), Agent may (but shall not be required to) perform any of such covenants, agreements and obligations, and any amounts expended by Agent in so doing and shall constitute additional indebtedness evidenced by the Notes and secured by the Mortgages and the other Loan Documents and shall bear interest at the Default Rate.

 

ARTICLE 8
REQUIREMENTS PRECEDENT
TO THE OPENING OF THE LOAN AND ANY SUBSEQUENT DISBURSEMENT

 

8.1.          Conditions Precedent to Closing and Opening of the Loan.

 

Borrowers agree that the obligation of the Lenders’ to open the Loan is conditioned upon Borrowers’ performance and satisfaction of the following conditions precedent in form and substance satisfactory to Agent in its reasonable discretion:

 

(a)          Borrowers shall have furnished to Agent ALTA Mortgagee Title Insurance Policies, issued by the Title Insurer in the maximum amount of the Loan Allocation for each Project, insuring the lien of each applicable Mortgage as a valid first, prior and paramount lien upon the applicable Project and all appurtenant easements, and subject to no exceptions other than the applicable Permitted Exceptions (collectively, the “Title Policies”). The Title Policies shall satisfy the requirements of Exhibit C attached hereto and made a part hereof;

 

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(b)          Borrowers shall have furnished an ALTA plat of survey of each applicable Project prepared and certified by a surveyor licensed in the state in which the respective Land is located and otherwise satisfactory to Agent, in triplicate, showing, through the use of course bearings and distances, (i) all foundations of the Improvements in place; (ii) the dimensions and locations of all easements and roads or rights of way and setback lines, if any, affecting each Project, or required by subsection (i) of this Section and that the same are unobstructed; (iii) the dimensions, boundaries and square footage of the applicable Improvements, if any; (iv) that all foundations and other structures are within the lot lines and in compliance with any restrictions of record or ordinances relating to the location thereof; (v) the dimensions of all buildings and improvements, if any, and distance of such buildings and improvements from the lot lines; (vi) no encroachments by any improvements located on adjoining property, except as approved by Agent; (vii) whether or not the applicable Project is located within a flood plain or flood hazard area; (viii) the location of adjoining streets and utilities and the distance and name of the nearest intersecting streets; (ix) the dimensions and locations of all exterior parking areas, if any; and (x) such additional information which may be required by Agent. Each such survey shall be dated no earlier than ninety (90) days prior to the Loan Opening, shall be made (and certified to have been made) as set forth in Exhibit D attached hereto and made a part hereof. Such survey shall include the legal description of the applicable Land;

 

(c)          Borrowers shall have furnished to Agent prior to the Loan Opening Date satisfactory evidence that insurance coverages are in effect with respect to each applicable Project and each Operator and Borrowers, in accordance with the Insurance Requirements attached hereto as Exhibit E, for which the premiums have been fully prepaid with endorsements satisfactory to Agent;

 

(d)          Borrowers shall have furnished evidence that no litigation or proceedings shall be pending or, to the best of Borrowers’ knowledge, threatened in writing which could or might cause a Material Adverse Change with respect to any Borrower, Guarantor, or Project;

 

(e)          Borrowers shall have furnished to Agent an opinion from counsel for Borrowers and Guarantors covering due authorization, execution and delivery and enforceability of the Loan Documents and also containing such other legal opinions as Agent shall require;

 

(f)          Agent shall have obtained one or more Appraisals, which Appraisals must be satisfactory to Agent in all respects;

 

(g)          Borrowers shall have furnished to Agent a property condition report for each Project;

 

(h)          Borrowers shall have furnished to Agent current bankruptcy, federal tax lien and judgment searches and searches of all Uniform Commercial Code financing statements filed in each place UCC Financing Statements are to be filed hereunder, demonstrating the absence of adverse claims;

 

(i)          Borrowers shall have furnished to Agent current annual financial statement of Sentio, and such other persons or entities connected with the Loan as Agent may request, each in form and substance and certified by Borrowers or Sentio, as applicable, as acceptable to Agent. Sentio shall provide such other additional financial information Agent reasonably requires;

 

(j)          Borrowers shall have furnished to Agent legible copies of all title exception documents cited in the Title Policy and all other legal documents affecting each applicable Project or the use thereof;

 

(k)          Except for the Slidell Project, which is located in a special flood hazard area designated Zone A-1, Agent has received evidence that no portion of the applicable Projects is located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or flood hazard insurance acceptable to Agent in its sole discretion;

 

(l)          If any Title Policy does not include a zoning endorsement, Borrowers shall have furnished to Agent a zoning report for each applicable Project in form satisfactory to Agent;

 

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(m)          Borrowers shall have furnished to Agent proof satisfactory to Agent of authority, formation, organization and good standing in the state of its incorporation or formation and, if applicable, qualification as a foreign entity in good standing in the state of its incorporation or formation, of all corporate, partnership, trust and limited liability company entities (including each Borrower and Guarantor) executing any Loan Documents, whether in their own name or on behalf of another entity. Borrower shall also provide certified resolutions in form and content satisfactory to Agent, authorizing execution, delivery and performance of the Loan Documents, and such other documentation as Agent may reasonably require to evidence the authority of the persons executing the Loan Documents;

 

(n)          Borrowers shall have furnished an environmental report (“Environmental Report”) for each applicable Project prepared at Borrowers’ expense by a qualified environmental consultant approved by Agent. The environmental survey shall, at a minimum, (a) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at each Project, except as acceptable to Agent in its sole and absolute discretion, (b) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at any Project, including the results of leak detection tests for each underground storage tank located at such Project, if any, (c) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Material or underground storage tanks from any Project was completed in accordance with applicable Laws, and (e) confirm whether or not the Land is located in a wetlands district;

 

(o)          Borrowers shall have delivered to Agent a copy of the executed Operating Lease for each applicable Project between the applicable Borrower and the applicable Operator along with a subordination, non-disturbance and attornment agreement fully executed between the applicable parties on Agent’s form;

 

(p)          There shall be no uncured Default or Event of Default by any Borrower hereunder;

 

(q)          Borrowers shall have delivered to Agent copies of the current licenses for each applicable Project;

 

(r)          Borrowers shall have delivered to Agent a pro forma covenant compliance certificate in the form attached hereto as Exhibit G;

 

(s)          Borrowers shall have furnished to Agent a subordination and non-disturbance agreement and tenant estoppel certificate, in each case on Agent’s form executed by Mesa Vista Tenant; and

 

(t)          Borrowers shall have furnished to Agent such other materials, documents, papers or requirements regarding any Project, Borrowers and Guarantor as Agent shall reasonably request.

 

The conditions contained in this Section 8.1 are for the sole benefit of the Lenders, and Agent, on behalf of the Lenders, may, in its sole discretion, waive Borrowers’ compliance with any one (1) or more conditions; provided, that, in no event shall the waiver of one (1) condition by Agent constitute the waiver of any other condition listed above.

 

8.2.          Monthly Payouts.

 

After the Opening of the Loan, further disbursements of the Loan shall be made from time to time, but no more frequently than once in each calendar month at Lender’s sole discretion (other than with respect to the acquisition of the Wildewood Project and the Hudson Project in which case the Borrowers may obtain two disbursements during the applicable month) and subject to Section 4.1(c); provided, however, that the obligation of the Lenders to fund any disbursements for the Projects other than the Initial Funding Projects shall terminate on January 31, 2015. Thereafter, only amounts under the Debt Service Reserve and the Hudson Project Holdback shall be available to Borrowers in accordance with the other provisions of this Agreement.

 

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8.3.          Documents to be Furnished for Each Disbursement.

 

As a condition precedent to each disbursement of a portion of the Holdback, Borrowers shall furnish or cause to be furnished to Agent the following documents covering each disbursement, in form and substance satisfactory to Lender:

 

(a)          A completed Borrower’s Certificate executed by an Authorized Representative in the form of Exhibit I attached hereto or such other form as may be approved by Agent;

 

(b)          A completed pro forma covenant compliance certificate in the form attached hereto as Exhibit G;

 

(c)          The applicable Mortgage for any additional Project;

 

(d)          The applicable Assignment of Rents for any additional Project;

 

(e)          An assignment and subordination of the management agreement for the applicable Project in form and substance satisfactory to Agent in all respects;

 

(f)          The items covered in subparagraphs a, b, c, e, f, g, j, k, l, n, o and q of Section 8.1 for the applicable additional Project; and

 

(g)          Such other instruments, documents and information the Title Insurer may reasonably request.

 

Disbursements shall be made approximately seven (7) Business Days after receipt of all information required by Lender to approve the requested disbursements.

 

ARTICLE 9
RESERVED

 

ARTICLE 10
BORROWERS’ AGREEMENTS

 

10.1.          Borrowers further covenant and agree as follows:

 

(a)          Opening of Loan on the Loan Opening Date. All conditions precedent to the Opening of the Loan shall be complied with on or prior to the Loan Opening Date. If such conditions are not complied with as of the Loan Opening Date, Agent may at its sole option terminate the obligation of the Lenders to fund the Loan by written notice to Borrowers.

 

(b)          Inspection by Agent. Borrowers will cooperate with Agent in arranging for inspections by representatives of Agent from time to time provided, that unless an Event of Default exists, upon twenty-four (24) hours prior notice to Borrowers. Such inspection shall include an examination of (i) the Improvements, and (ii) all books, contracts and records with respect to the Improvements.

 

(c)          Mechanics’ Liens and Contest Thereof. Borrowers will not suffer or permit any mechanics’ lien claims to be filed or otherwise asserted against any Project, and will promptly discharge the same in case of the filing of any claims for lien or proceedings for the enforcement thereof, provided, however, that Borrowers shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or claim upon furnishing to the Title Insurer such security or indemnity as it may require to induce said Title Insurer to issue an endorsement to the Title Policy insuring against all such claims or liens; and provided further, that the aggregate amount of liens so insured against at any time shall not exceed $25,000.00 for any one Project or $150,000.00 in the aggregate without Agent’s prior written consent.

 

SECURED LOAN AGREEMENTPage 23
 

 

(d)          Settlement of Mechanics’ Lien Claims. If Borrowers shall fail promptly either (i) to discharge any such lien, or (ii) to contest claims asserted and give security or indemnity in the manner provided in subsection (c) of this Section, or having commenced to contest the same, and having given such security or indemnity, shall fail to prosecute such contest with diligence, or to maintain such indemnity or security so required by the Title Insurer for its full amount, or upon adverse conclusion of any such contest, to cause any judgment or decree to be satisfied and lien to be released, then and in any such event Agent may, at its election (but shall not be required to), procure the release and discharge of any such claim and any judgment or decree thereon and, further, may in its sole discretion effect any settlement or compromise of the same, or may furnish such security or indemnity to the Title Insurer, and any amounts so expended by Agent or any Lender, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute disbursement of the proceeds of the Loan hereunder. In settling, compromising or discharging any claims for lien, Agent shall not be required to inquire into the validity or amount of any such claim.

 

(e)          Renewal of Insurance. Borrowers shall maintain, or cause the Operators to maintain, insurance policies to be maintained in compliance with Exhibit E at all times. Borrowers shall timely pay, or cause the Operators to pay, all premiums on all insurance policies required hereunder, and as and when additional insurance is required by Agent, from time to time, and as and when any policies of insurance may expire, furnish to Agent, premiums prepaid, additional and renewal insurance policies with companies, coverage and in amounts satisfactory to Agent in accordance with Section 8.1(c).

 

(f)          Payment of Taxes. Borrowers shall pay, or cause to be paid, all real estate taxes and assessments and charges of every kind upon the Projects before the same become delinquent, provided, however, that Borrowers shall have the right to pay such tax under protest or to otherwise contest any such tax or assessment, but only if (i) such contest has the effect of preventing the collection of such taxes so contested and also of preventing the sale or forfeiture of the Project or any part thereof or any interest therein, (ii) Borrowers have notified Agent of their intent to contest such taxes, and (iii) Borrowers have deposited security in form and amount satisfactory to Agent, in its sole discretion. If Borrowers fail to commence such contest or, having commenced to contest the same, and having deposited such security required by Agent for its full amount, shall thereafter fail to prosecute such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay such tax, assessment or charge, Agent, on behalf of the Lenders, may, at its election (but shall not be required to), pay and discharge any such tax, assessment or charge, and any interest or penalty thereon, and any amounts so expended by Agent shall be deemed to constitute disbursements of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face amount of the Notes). Borrowers shall furnish to Agent evidence that taxes are paid at least five (5) days prior to the last date for payment of such taxes and before imposition of any penalty or accrual of interest.

 

(g)          Escrow Accounts. During the continuance of an Event of Default, Borrowers shall, following the written request of Agent and for so long as such Event of Default is continuing, make insurance and tax escrow deposits, in amounts reasonably determined by Agent from time to time as being needed to pay taxes and insurance premiums when due, in an interest bearing escrow account held by Agent in Agent's name and under its sole dominion and control. All payments deposited in the escrow account, and all interest accruing thereon, are pledged as additional collateral for the Loan. Notwithstanding Agent's holding of the escrow account, nothing herein shall obligate Agent or any Lender to pay any insurance premiums or real property taxes with respect to any portion of the Projects, provided that, so long as no Event of Default exists, Agent shall make available to Borrowers such funds as may be deposited in the escrow account from time to time for Borrowers' payment of insurance premiums or real property taxes due with respect to the Projects.

 

(h)          Personal Property. All of Borrowers’ personal property, fixtures, attachments and equipment delivered upon, attached to or used in connection with the operation of the Projects shall always be located at the applicable Project and shall be kept free and clear of all liens, encumbrances and security interests, except for equipment and vehicle lease financing in the ordinary course of business; provided, however, that a Borrower may dispose of equipment that is either broken, worn out or obsolete in the ordinary course of business provided that any such Borrower replaces such equipment with new equipment of at least comparable value and utility, and a Borrower may dispose of equipment (for fair market value) that is no longer necessary for the operation of the Project.

 

SECURED LOAN AGREEMENTPage 24
 

 

(i)          Operating Leases. Each Borrower shall maintain its Operating Lease in full force and effect and timely perform all of its obligations thereunder and not permit the termination or any material amendment of any Operating Lease unless the prior written consent of Lenders is first obtained. Upon the occurrence of default by an Operator under an Operating Lease that is not cured within applicable notice and cure periods, upon Lenders’ request, Borrowers shall promptly engage oversight management services from a management company reasonably acceptable to the Lenders. In the event that bankruptcy or insolvency proceedings are instituted by or against any Operator, each Borrower shall (to the extent permitted by the applicable bankruptcy court having jurisdiction over such proceedings), upon written instruction received from Agent, terminate the Operating Lease.

 

(j)          Defaults Under Leases. Borrowers will not suffer or permit any breach or material default to occur in any of Borrowers’ obligations under any of the Leases nor suffer or permit the same to terminate by reason of any failure of Borrowers to meet any requirement of any Lease, which default or failure results in a Material Adverse Change, including, without limitation, under any Operating Lease between any of the Borrowers and any Operator.

 

(k)          Agent’s Attorneys’ Fees for Enforcement of Agreement. In case of any default or Event of Default hereunder, Borrowers (in addition to Agent’s reasonable attorneys’ fees, if any, to be paid pursuant to Section 7.3) will pay Agent’s reasonable attorneys’ and paralegal fees (including, without limitation, any attorney and paralegal fees and costs incurred in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom) in connection with the enforcement of this Agreement; without limiting the generality of the foregoing, if at any time or times hereafter Agent or any Lender employs counsel (whether or not any suit has been or shall be filed and whether or not other legal proceedings have been or shall be instituted) for advice or other representation with respect to the Projects, this Agreement, or any of the other Loan Documents, or to protect, collect, lease, sell, take possession of, or liquidate the Project, or to attempt to enforce any security interest or lien in any portion of the Project, or to enforce any rights of Agent and each Lender or any of Borrowers’ obligations hereunder, then in any of such events all of the reasonable attorneys’ fees arising from such services, and any expenses, costs and charges relating thereto, shall constitute an additional liability owing by Borrowers to Agent and/or the applicable Lender, on a joint and several basis, payable on demand.

 

(l)          Appraisals. No more than one time in every twelve (12) month period unless an Event of Default shall occur, Agent shall have the right to obtain a new or updated Appraisal of any Project from time to time. Borrowers shall cooperate with Agent in this regard. If the Appraisal is obtained to comply with any applicable law or regulatory requirement or an Event of Default exists, Borrowers shall pay for any such Appraisal upon Agent’s request.

 

(m)          Furnishing Information. Borrowers shall provide Lender or shall cause Guarantor or Operator to provide to Agent the following financial statements and information on a continuing basis during the term of the Loan:

 

(i)          Within one hundred twenty (120) days after the end of each calendar year, audited financial statements of Sentio on a GAAP basis (which include balance sheet, income statement, cash flow statement and all supporting notes and a schedule of real estate);

 

(ii)         Within forty-five (45) days after the end of each quarter, consolidated, unaudited interim financial statements of the operations of the Projects other than the Mesa Vista Project, certified as true and correct by a financial officer of the Borrowers or Operators, prepared in accordance with GAAP, for the quarter then ended and for the fiscal year to date, which such statements shall be accompanied by a covenant compliance certificate in the form attached hereto as Exhibit G;

 

(iii)        Within forty-five (45) days after the end of each quarter, consolidated, unaudited interim financial statements of Borrowers, certified as true and correct by a financial officer of Borrowers, prepared in accordance with GAAP, which statements shall include a consolidated balance sheet and statement of income and expenses for the quarter then ended and for the fiscal year to date.

 

(iv)         On an annual basis not later than 60 days after the end of Borrowers’ fiscal year, an updated annual operating budget for the Borrowers for the next succeeding calendar year;

 

SECURED LOAN AGREEMENTPage 25
 

 

(v)          Upon request of Agent, copies of all licensure survey reports and statements of deficiencies (with plans of correction attached thereto) (based on availability and applicability).

 

(vi)         Within three (3) days after receipt, any and all notices (regardless of form) from any and all licensing agency, that any Project’s license or certification is being downgraded to a substandard category, revoked or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke or suspend a Project’s license or certification.

 

Agent reserves the right to require that the annual and/or quarterly financial statements of Borrowers, or Guarantor be audited and prepared by a nationally recognized accounting firm or independent certified public accounting firm acceptable to Lender, at their respective sole cost and expense, if (i) an Event of Default exists, or (ii) if Lender has reasonable grounds to believe that the unaudited financial statements do not accurately represent the financial condition of Borrowers or Guarantor as the case may be. Lender further reserves the right to require such other financial information of Borrowers, Guarantor, and/or the Projects, at such other times (including monthly or more frequently) as it shall deem necessary. All financial statements must be in the form and detail as Lender shall from time to time reasonably request. Borrowers shall during regular business hours permit Agent or any of its agents or representatives (after twenty-four hours prior notice to Borrowers unless an Event of Default exists) to have access to and examine all of its books and records regarding the development and operation of each Project.

 

(n)          Lost Note. Upon any Lender’s furnishing to Borrowers an affidavit to such effect, Borrowers shall, if the applicable Note is mutilated, destroyed, lost or stolen, deliver to such Lender, in substitution therefor, a new note containing the same terms and conditions as the such Note.

 

(o)          INDEMNIFICATION. BORROWERS SHALL INDEMNIFY AGENT, EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS (EACH, AN “INDEMNIFIED PARTY”) AND DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL CLAIMS, INJURY, DAMAGE, LOSS AND LIABILITY, COST AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES) OF ANY AND EVERY KIND TO ANY PERSONS OR PROPERTY BY REASON OF (I) THE OPERATION OR MAINTENANCE OF THE PROJECT; (II) ANY BREACH OF REPRESENTATION OR WARRANTY, DEFAULT OR EVENT OF DEFAULT; OR (III) ANY OTHER MATTER ARISING IN CONNECTION WITH THE LOAN, ANY BORROWER OR PROJECT (EXPRESSLY INCLUDING, WITHOUT LIMITATION, TO THE EXTENT CAUSED BY THE NEGLIGENCE OF THE INDEMNIFIED PARTY). NO INDEMNIFIED PARTY SHALL, HOWEVER, BE ENTITLED TO BE INDEMNIFIED AGAINST ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

 

(p)          No Additional Debt. Except for the Loan, no Borrower shall incur any indebtedness (whether personal or nonrecourse, secured or unsecured) other than customary trade payables paid within sixty (60) days after they are incurred and equipment and vehicle lease financing in the ordinary course of business.

 

(q)          Compliance With Laws. Each Borrower and each Operator shall comply with all applicable requirements (including applicable Laws) of any Governmental Authority having jurisdiction over such Borrower, Operator or any applicable Project where such failure to comply would result in a Material Adverse Change.

 

(r)          Organizational Documents. No Borrower nor any Operator shall, without the prior written consent of Agent, permit or suffer (i) a material amendment or modification of its organizational documents, (ii) the admission of any new member, partner or shareholder, or (iii) any dissolution or termination of its existence.

 

(s)          Furnishing Reports. Within thirty (30) days from receipt thereof, Borrowers shall provide Agent with copies of all inspections, reports, test results and other information received by any Borrower or Operator which relate to any Project or any part thereof in any material respect.

 

SECURED LOAN AGREEMENTPage 26
 

 

(t)          Management Contracts. Borrowers shall not and shall not permit Operators to, enter into, modify in any material respect, amend in any material respect, terminate or cancel any management agreement (or any other contract related to the management or operation of any Project) for any Project or agreements with agents or brokers, without the prior written approval of Agent, which approval shall not be unreasonably withheld by Agent.

 

(u)          Furnishing Notices. Borrowers shall provide Agent with copies of all material notices pertaining to any Project received by any Borrower from any Operator, any Governmental Authority or insurance company within seven (7) Business Days after such notice is received.

 

(v)          Alterations. Without the prior written consent of Agent, which consent will be not be unreasonably withheld, Borrowers shall not make, or permit to be made, any alterations with a total cost greater than $100,000 to any Project, other than alterations and improvements in the ordinary course of business and the Immediate Repairs. Notwithstanding the foregoing, the Borrowers shall not be required to obtain the consent of Agent to commence and complete renovations to the roof at the Slidell Project and the Hammond Project.

 

(w)          Distributions. At all times while any indebtedness under the Loan remains outstanding, no Borrower nor any Operator shall make any distributions to partners, members or shareholders; provided, however, so long as no Event of Default exists as of the date of any such distribution and after giving effect thereto, Operators shall have access to and may use any or all Monthly Excess Cash Flow for any cash distribution. If an Event of Default occurs and is continuing, Agent, for the pro rata benefit of the Lenders, may take all Monthly Excess Cash Flow and apply the same to the aggregate outstanding balance under the Loan Documents. Notwithstanding the foregoing, Borrowers shall be permitted to make equity distributions as, and in an amount, necessary for Sentio to maintain REIT status whether or not an Event of Default exists.

 

(x)          Minimum Debt Service Coverage. Borrowers shall not permit the Debt Service Coverage for any applicable Project to be less than that set forth on Schedule II attached hereto. Such covenant shall be tested on a quarterly basis commencing on March 31, 2015, and continuing on the last day of each quarter thereafter until the Final Maturity Date. The calculation shall be based upon a trailing three (3) months. If any Project shall fail to achieve the required Debt Service Coverage for any applicable quarter, Borrowers may, up to three times during the term of the Loan, prepay a portion of the Loan in an amount sufficient to cause the applicable Project to be in compliance.

 

(y)          Lien Searches. Without limiting the obligations of the Borrowers hereunder, Borrowers agree, within ten (10) days of Lender’s written demand, to reimburse Agent for all expenses not to exceed $2,500 in any twelve (12) month period incurred by Agent in periodically (up to one (1) time per year) verifying the performance of each Borrower of its obligations under the Loan Documents and the security and priority of the Mortgages, including without limitation expenses incurred by Agent for title searches, title updates and endorsements, tax and judgment lien searches, litigation searches, and UCC searches.

 

(z)          REIT Status. Sentio shall maintain its status as a real estate investment trust at all times that any portion of the Loan is outstanding.

 

(aa)         CGL Coverage and Flood Coverage. On or before December 14, 2014, Borrowers shall provide Agent evidence satisfactory to Agent that Borrowers have obtained (i) commercial general liability coverage at the Mesa Vista Project in accordance with Agent’s insurance requirements set forth on Exhibit E attached hereto, and (ii) coverage for the Slidell Project that offsets the $1,000,000.00 deductible regarding the flood insurance for such Project.

 

(bb)         Conduct of Operations. Borrowers shall conduct, or cause Operator to conduct, the operation of each Project at all times in a manner consistent with the level of operation of other similar skilled nursing facilities, including without limitation, the following:

 

(i)          to maintain the standard of care for the residents of the Project at all times at a level necessary to ensure quality care for the residents of the Project in accordance with customary and prudent industry standards;

 

SECURED LOAN AGREEMENTPage 27
 

 

(ii)         to operate the Project in a prudent manner and in substantial compliance with applicable laws and regulations relating thereto and cause all permits, Reimbursement Contracts, and any other agreements necessary for the use and operation of the Project or, if applicable, as may be necessary for participation in reimbursement programs (if any) to remain in effect without reduction in the number of licensed units authorized for applicable reimbursement programs;

 

(iii)        to maintain sufficient inventory and equipment of types and quantities at the Project to enable each Borrower and Operator to perform operations of the Projects adequately;

 

(iv)         to keep all improvements and equipment located on or used or useful in connection with each Project in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needed and proper repairs, renewals, replacements, additions, and improvements thereto to keep the same in good operating condition;

 

(v)          generally maintain sufficient cash in the operating accounts of the Projects in order to satisfy the working capital needs of the Projects; and

 

(vi)         to keep all required permits current and in full force and effect.

 

(cc)         Periodic Surveys. Borrowers shall furnish or cause each Operator to furnish to Agent, within twenty (20) days of receipt, a copy of any licensing agency survey or report and any statement of deficiencies and/or any other report indicating that any action is pending or being considered to downgrade any Project to a substandard category, and within the time period required by the particular agency for furnishing a plan of correction also furnish or cause to be furnished to Agent a copy of the plan of correction generated from such survey or report for any Project, and correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or for full participation in a reimbursement program pursuant to any Reimbursement Contract for existing residents or for new residents to be admitted with coverage, by the date required for cure by such agency (plus extensions granted by such agency).

 

(dd)         Anti-Kickback Law. After consultation with counsel concerning the federal anti-kickback law (42 U.S.C.A. SEC. 1320a-7b(b)), neither Borrowers nor their agents shall offer or give any remuneration or thing of value to any person to encourage referral to the Projects nor will Borrowers or their agents solicit or receive any remuneration or thing of value in exchange for Borrowers’ agreement to make referrals or to purchase goods or services for the Projects.

 

(ee)         Debt Service Reserve. From and after the Loan Opening Date, $500,000.00 (“Debt Service Reserve”) of the Loan shall be held back from the Loan based upon a pro rata share from the Loan Allocation for each Project as follows: (i) Mesa Vista Project, $0.00; (ii) Hammond Project, $125,000.00; (iii) Wildewood Project, $125,000.00; (iv) Slidell Project, $125,000.00; and (v) Hudson Project, $125,000.00. Borrowers may request a disbursement of such funds to pay any portion of the aggregate monthly actual operating expenses of the Projects (including debt service on the Loan) in excess of the aggregate gross revenues of the Projects for such period (an “Operating Deficit”). Agent’s approval of any request for release of any portion of the Debt Service Reserve shall be subject only to receipt of evidence satisfactory to Agent that no Event of Default exists and of the amount of any Operating Deficit.

 

(ff)         Change in Management. Borrower shall not permit a change in the management of Guarantor from a management team led by John Mark Ramsey other than to an experienced seniors housing management team approved by Agent in its reasonable discretion.

 

(gg)         Hudson Project Holdback. The Hudson Project Holdback shall be held back from any funding of proceeds of the Loan in connection with the Hudson Project. The Hudson Project Holdback shall be available to Borrowers upon request for disbursement by Lenders upon receipt by Agent of evidence satisfactory to Agent of (i) no Event of Default, and (ii) the achievement of an Earnout Agreement NOI of $1,525,000.00 for the Hudson Project for a twelve month period ending on the applicable date of determination.

 

SECURED LOAN AGREEMENTPage 28
 

 

(hh)         Relationships. Except for indirect ownership interests in any Borrower as a result of ownership of publicly traded shares of stock of Sentio, Borrowers will not allow a physician or other healthcare practitioner to have an ownership interest in a Borrower or any Project.

 

ARTICLE 11
CASUALTIES AND CONDEMNATION

 

11.1.       Agent’s Election to Apply Proceeds on Indebtedness.

 

The Lenders may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrowers.

 

11.2.       Borrowers’ Obligation to Rebuild and Use of Proceeds Therefor.

 

In case the Lenders do not elect to apply or does not have the right to apply the Proceeds to the indebtedness, as provided in Section 11.1 above, Borrower shall:

 

(a)          Proceed with diligence to make settlement with insurers or the appropriate governmental authorities and cause the Proceeds to be deposited with Agent;

 

(b)          In the event of any delay in making settlement with insurers or the appropriate governmental authorities or effecting collection of the Proceeds, deposit with Agent the full amount required to complete construction as aforesaid;

 

(c)          In the event the Proceeds are insufficient to assure the Lenders that the Loan will be in balance, promptly deposit with Agent any amount necessary to place the Loan in balance; and

 

(d)          Promptly proceed with the assumption of construction of such Improvements, including the repair of all damage resulting from such fire, condemnation or other cause and restoration to its former condition.

 

Any request by Borrowers for a disbursement by Agent of Proceeds and funds deposited by Borrowers shall be treated by Agent as if such request were for an advance of the Loan hereunder, and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable under this Agreement for an advance of the Loan.

 

ARTICLE 12
ASSIGNMENTS and/or transfers BY BORROWERS

 

12.1.       Prohibition of Assignments and Transfers by Borrowers.

 

Borrowers shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Other than a Permitted Transfer, without the prior written consent of Agent, in Agent’s sole discretion, Borrowers shall not suffer or permit the sale, transfer, lease (other than the Operating Leases and in the ordinary course of business pursuant to residency agreements and without material deviation from the pro forma rents previously provided by Borrowers to Agent), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a “Transfer”) of (i) all or any portion of any Project or any portion of any other security for the Loan, (ii) all or any portion of any Borrower’s right, title and interest in and to any Project or any portion of any other security for the Loan, or (iii) any interest in any Borrower or Operator or any interest in any entity which holds an interest in, or directly or indirectly controls, any Borrower or Operator.

 

SECURED LOAN AGREEMENTPage 29
 

 

12.2.       Releases of Collateral.

 

Notwithstanding the foregoing, Borrowers shall have the right at any time to obtain release of any Project from the liens securing the Notes upon making the respective payments set out hereunder and upon compliance with the following terms and conditions:

 

(a)          No Event of Default or event which with the passing of time and/or giving of notice will constitute an Event of Default exists or will exist after giving effect to the proposed release;

 

(b)          Borrowers deliver to Agent for the benefit of the Lenders the Release Price for the applicable Project to be applied to the aggregate outstanding principal balance under the Notes;

 

(c)          Agent shall have received evidence satisfactory to Agent that (i) the aggregate "as-is" value of the remaining Projects (based upon the Appraisals delivered to Agent in connection with the closing of the Loan) on a fee simple basis exceeds the aggregate Loan Amount, after giving effect to any pay down of the Loan in connection with the applicable release, such that the Loan Amount shall be less than or equal to sixty-five percent (65%) of the aggregate “as stabilized” value for the remaining Projects, and (ii) the Project Release DSC for the remaining Projects is in excess of 1.75 to 1.00 for the six (6) month period immediately preceding the applicable date of determination;

 

(d)          All partial release documents shall be prepared at the expense of Borrowers and shall be in form and substance satisfactory to Agent. Borrowers shall present to Agent a written request for a partial release, specifically identifying the Project to be released, together with an appropriate partial release document required to be paid in order to entitle Borrowers to such partial release, or escrow arrangements satisfactory to Agent for delivery of any partial release. Agent will execute, acknowledge and return the partial release documents to Borrowers within five (5) business days after Agent's receipt of the above specified items. In connection with and at the time of the partial release of a Project, Agent shall further release the applicable Borrower from any and all liabilities and obligations under the Loan Documents which accrue from and after the date of such release, subject to any indemnity obligations that expressly survive payment in full; and

 

(e)          Borrowers shall reimburse Agent for all out-of-pocket fees and costs, including, without limitation, reasonable legal fees in connection with the granting of such partial releases and shall provide Agent with any and all information reasonably requested by Agent with respect to the Project to be released.

 

12.3.       Prohibition of Transfers in Violation of ERISA.

 

In addition to the prohibitions set forth in Section 12.2 above, no Borrower shall assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in this Agreement or in the Project, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any party owning a direct or indirect interest in such Borrower assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest (direct or indirect) in such Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of the Lenders’ rights in connection therewith, to constitute a prohibited transaction under ERISA or the Internal Revenue Code or otherwise result in any Lender being deemed in violation of any applicable provision of ERISA. Each Borrower agrees to indemnify and hold Agent and each Lender free and harmless from and against all losses, costs (including reasonable attorneys’ fees and expenses), taxes, damages (including consequential damages) and expenses Agent or any Lender may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in Lender’s sole judgment or by reason of a breach of the foregoing prohibitions. The foregoing indemnification shall be a recourse obligation of each Borrower and shall survive repayment of the Notes, notwithstanding any limitations on recourse contained herein or in any of the Loan Documents.

 

SECURED LOAN AGREEMENTPage 30
 

 

12.4.       Successors and Assigns.

 

Subject to the foregoing restrictions on transfer and assignment contained in this Article 12, this Agreement shall inure to the benefit of and shall be binding on the parties hereto and their respective successors and permitted assigns.

 

ARTICLE 13
TIME OF THE ESSENCE

 

13.1.       Time is of the Essence.

 

Borrowers agree that time is of the essence under this Agreement.

 

ARTICLE 14
EVENTS OF DEFAULT

 

14.1.       Events of Default.

 

The occurrence of any one or more of the following shall constitute an “Event of Default” as said term is used herein:

 

(a)          Failure of Borrowers (i) (x) to pay the aggregate outstanding balance under the Notes on the Final Maturity Date, (y) to make any scheduled payment of principal (other than that required on the Final Maturity Date) or interest within ten (10) days after the date when due or (z) to observe or perform any of the other covenants or conditions by any Borrower to be performed under the terms of this Agreement or any other Loan Document concerning the payment of money, for a period of ten (10) days after written notice from Lender that the same is due and payable; or (ii) for a period of thirty (30) days after written notice from Lender, to observe or perform any non-monetary covenant or condition contained in this Agreement or any other Loan Documents; provided that if any such failure concerning a non-monetary covenant or condition is susceptible to cure and cannot reasonably be cured within said thirty (30) day period, then Borrowers shall have an additional sixty (60) days, so long as Borrowers have commenced and is diligently pursuing a cure of the applicable default, and provided further that if a different notice or grace period is specified under any other paragraph of this Article 14 with respect to a particular breach, the specific provision shall control. No cure period shall be afforded to Borrowers’ failure to observe or perform any covenants or conditions contained in Section 10.1(m), (p), (r), (w), (x), or (z).

 

(b)          Any Transfer or other disposition in violation of Sections 12.2 or 12.3.

 

(c)          If any warranty, representation, statement, report or certificate made now or hereafter by any Borrower or Guarantor is materially untrue or materially incorrect at the time made or delivered, provided that if such breach is reasonably susceptible of cure, then no Event of Default shall exist so long as Borrowers cure said breach (i) within the notice and cure period provided in (a)(i) above for a breach that can be cured by the payment of money or (ii) within the notice and cure period provided in (a)(ii) above for any other breach.

 

(d)          Any Borrower or Guarantor shall commence a voluntary case concerning any Borrower or Guarantor under Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto or any other present or future bankruptcy or insolvency statute (the “Bankruptcy Code”); or an involuntary proceeding is commenced against any Borrower or Guarantor under the Bankruptcy Code and relief is ordered against any Borrower or Guarantor, or the petition is controverted but not dismissed or stayed within sixty (60) days after the commencement of the case, or a custodian (as defined in the Bankruptcy Code) is appointed for or takes charge of all or substantially all of the property of any Borrower or Guarantor; or any Borrower or Guarantor commences any other proceedings under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar Law of any jurisdiction whether now or hereafter in effect relating to any Borrower or Guarantor; or there is commenced against any Borrower or Guarantor any such proceeding which remains undismissed or unstayed for a period of ninety (90) days; or any Borrower or Guarantor fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding, or any order of relief or other order approving any such case or proceeding is entered; or any Borrower or Guarantor by any act or failure to act indicates its consent to, approval of, or acquiescence in any such case or proceeding or the appointment of any custodian or the like of or for it for any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of ninety (90) days.

 

SECURED LOAN AGREEMENTPage 31
 

 

(e)          Any Borrower or Guarantor shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or trustee or liquidator of all of its property or the major part thereof or if all or a substantial part of the assets of any Borrower or Guarantor are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian or assignee for the benefit of creditors.

 

(f)          If any Borrower is enjoined, restrained or in any way prevented by any court order from operating any Project.

 

(g)          One or more final, unappealable judgments are entered against any Borrower in amounts aggregating in excess of $150,000, and said judgments are not paid, stayed or bonded over within thirty (30) days after entry.

 

(h)          If any Borrower shall fail to pay any debt owed by it or is in default under any agreement with Lender or any other party which failure to pay or default would have a Material Adverse Change to Borrowers, the Projects or Borrowers’ ability to perform their obligations under this Agreement, and such failure or default continues after any applicable grace or cure period specified in the instrument or agreement relating thereto.

 

(i)          If a Material Adverse Change occurs with respect to any Borrower, Project or Guarantor.

 

(j)          The occurrence of any other event or circumstance defined as an Event of Default herein or under any of the other Loan Documents and the expiration of any applicable grace or cure periods, if any, specified for such Event of Default herein or therein, as the case may be.

 

(k)          The failure of Borrowers to correct or to cause its Operator to correct, within the time deadlines set by any applicable licensing agency, any deficiency which would result in the following actions by such agency with respect to any Project:

 

(i)          a termination of any Reimbursement Contract or any permit; or

 

(ii)         a ban on new admissions generally which is not lifted within thirty (30) days.

 

(l)          any action by a Governmental Authority to enjoin or otherwise prohibit a Project from operating as a senior care facility, including, without limitation, in connection with a revocation of, or failure to renew, an applicable license.

 

(m)          A default under the Mesa Vista Operating Lease by Mesa Vista Borrower;

 

(n)          The failure of Sentio to maintain the financial covenants set forth in Paragraph 7 of the Guaranty.

 

(o)          The assessment against any Borrower, Operator, or any Project of any fines or penalties by any state health or licensing agency having jurisdiction over such Persons or the Project in excess of $50,000, which are not paid or discharged within thirty (30) days following such assessment; provided, however, Borrower shall not be in default if Borrower or Operator is in good faith disputing such assessment or if such assessment is the obligation of the Mesa Vista Tenant.

 

SECURED LOAN AGREEMENTPage 32
 

 

ARTICLE 15
LENDERS’ REMEDIES IN EVENT OF DEFAULT

 

15.1.       Remedies Conferred Upon Lenders.

 

Upon the occurrence of any Event of Default that is continuing, Agent may, and at the request of Required Lenders shall, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other:

 

(a)          Take possession of the Projects and do anything which is necessary or appropriate in its sole judgment to fulfill the obligations of Borrowers under this Agreement and the other Loan Documents, including either the right to avail itself of and procure performance of existing contracts or let any contracts with the same contractors or others. Without restricting the generality of the foregoing and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Projects to pay, settle or compromise all existing bills and claims, which may be liens or security interests, or to avoid such bills and claims becoming liens against the Projects; to execute all applications and certificates in the name of each Borrower prosecute and defend all actions or proceedings in connection with the Improvements or the Projects; to take action and require such performance as it deems necessary under any of the bonds to be furnished hereunder and to make settlements and compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction; and to do any and every act which any Borrower might do in its own behalf; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked;

 

(b)          Declare the Notes to be immediately due and payable;

 

(c)          Use and apply any monies or letters of credit deposited by any Borrower with Agent, regardless of the purposes for which the same was deposited, to cure any such default or to apply on account of any indebtedness under this Agreement which is due and owing to Lenders;

 

(d)          Exercise or pursue any other remedy or cause of action permitted under this Agreement or any other Loan Documents, or conferred upon Lenders by operation of Law.

 

Notwithstanding the foregoing, upon the occurrence of any Event of Default under Section 14(d), all amounts evidenced by the Notes shall automatically become due and payable, without any presentment, demand, protest or notice of any kind to Borrowers.

 

ARTICLE 16
GENERAL PROVISIONS

 

16.1.       Captions.

 

The captions and headings of various Articles, Sections and subsections of this Agreement and Exhibits pertaining hereto are for convenience only and are not to be considered as defining or limiting in any way the scope or intent of the provisions hereof.

 

16.2.       Modification; Waiver.

 

No modification, waiver, amendment or discharge of this Agreement or any other Loan Document shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment or discharge is sought.

 

16.3.       GOVERNING LAW.

 

EXCEPT AS SET FORTH IN THE MORTGAGE, ALL OF THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

 

SECURED LOAN AGREEMENTPage 33
 

 

16.4.       Acquiescence Not to Constitute Waiver of Lenders’ Requirements.

 

Each and every covenant and condition for the benefit of the Lenders contained in this Agreement may be waived by the Lenders, provided, however, that to the extent that the Lenders may have acquiesced in any noncompliance with any construction or nonconstruction conditions precedent to the Opening of the Loan or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by the Lenders of such requirements with respect to any future disbursements of Loan proceeds.

 

16.5.       Disclaimer by Lenders.

 

This Agreement is made for the sole benefit of Borrowers and the Lenders, and no other person or persons shall have any benefits, rights or remedies under or by reason of this Agreement, or by reason of any actions taken by Agent or the Lenders pursuant to this Agreement. Neither Agent nor any Lender shall be liable for any debts or claims accruing in favor of any such parties against any Borrower or others or against the Project. The Lenders, by making the Loan or taking any action pursuant to any of the Loan Documents, shall not be deemed a partner or a joint venturer with any Borrower or any fiduciary of Borrower.

 

16.6.       Partial Invalidity; Severability.

 

If any of the provisions of this Agreement, or the application thereof to any person, party or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons, parties or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

 

16.7.       Definitions Include Amendments.

 

Definitions contained in this Agreement which identify documents, including, but not limited to, the Loan Documents, shall be deemed to include all amendments and supplements to such documents from the date hereof, and all future amendments and supplements thereto entered into from time to time to satisfy the requirements of this Agreement or otherwise with the consent of Agent (and, to the extent applicable, the Required Lenders). Reference to this Agreement contained in any of the foregoing documents shall be deemed to include all amendments and supplements to this Agreement.

 

16.8.       Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

16.9.       Entire Agreement.

 

This Agreement, taken together with all of the other Loan Documents and all certificates and other documents delivered by Borrowers to the Lenders, embody the entire agreement and supersede all prior agreements, written or oral, relating to the subject matter hereof.

 

16.10.     Waiver of Damages.

 

In no event shall Agent or any Lender be liable to any Borrower for punitive, exemplary or consequential damages, including, without limitation, lost profits, whatever the nature of a breach by Agent or any Lender of its obligations under this Agreement or any of the Loan Documents, and each Borrower for itself and Guarantor waive all claims for punitive, exemplary or consequential damages.

 

SECURED LOAN AGREEMENTPage 34
 

 

 

16.11.     Claims Against Lenders.

 

Neither Agent nor any Lender shall not be in default under this Agreement, or under any other Loan Documents, unless a written notice specifically setting forth the claim of any Borrower shall have been given to Agent within three (3) months after such Borrower first had knowledge of the occurrence of the event which such Borrower alleges gave rise to such claim and such person does not remedy or cure the default, if any there be, promptly thereafter. Each Borrower waives any claim, set-off or defense against Agent or any Lender arising by reason of any alleged default by Agent or any Lender as to which such Borrower does not give such notice timely as aforesaid. Each Borrower acknowledges that such waiver is or may be essential to the Lenders’ ability to enforce its remedies without delay and that such waiver therefore constitutes a substantial part of the bargain between the Lenders and Borrowers with regard to the Loan.

 

16.12.     Jurisdiction.

 

TO THE GREATEST EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY THE LENDERS. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), EACH BORROWER IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF CLEVELAND, COUNTY OF CUYAHOGA, STATE OF OHIO, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE AGENT ON BEHALF OF THE LENDERS FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. EACH BORROWER FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY STATE OF OHIO OR UNITED STATES COURT SITTING IN THE CITY OF CLEVELAND, COUNTY OF CUYAHOGA, STATE OF OHIO MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH BORROWER AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF A BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

 

16.13.     Set-Offs.

 

After the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably authorizes and directs each Lender from time to time to charge such Borrower’s accounts and deposits with such Lender (or its Affiliates), and to pay over to such Lender an amount equal to any amounts from time to time due and payable to such Lender hereunder, under the Notes or under any other Loan Document. Each Borrower hereby grants to Agent for the benefit of the Lenders a security interest in and to all such accounts and deposits maintained by such Borrower with each Lender (or its Affiliates); provided, however, the foregoing shall exclude any trust accounts or accounts with funds held for the benefit of third parties (such as residents).

 

16.14.     Authorized Representative.

 

Borrowers hereby appoint John Mark Ramsey, Sharon Kaiser and Kevin Thomas of Borrowers, as their “Authorized Representative” for purposes of dealing with Agent on behalf of Borrowers in respect of any and all matters in connection with this Agreement, the other Loan Documents, and the Loan. The Authorized Representative shall have the power, in his discretion, to give and receive all notices, monies, approvals, and other documents and instruments, and to take any other action on behalf of Borrowers. All actions by the Authorized Representative shall be final and binding on Borrowers. The Lenders may rely on the authority given to the Authorized Representative until actual receipt by Agent on behalf the Lenders of a duly authorized resolution substituting a different person as the Authorized Representative. No more than three persons shall serve as Authorized Representative at any given time.

 

SECURED LOAN AGREEMENTPage 35
 

 

ARTICLE 17
NOTICES

 

Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

 

If to Borrowers:

 

c/o Sentio Healthcare Properties, Inc.

189 South Orange Avenue, Suite 170

Orlando, Florida 32801

Attention: John Mark Ramsey
Attention: Kevin Thomas
Attention: Sharon Kaiser
Telephone: (407) 999- 679
Facsimile: (407) 999–5210

 

With a courtesy copy to:

 

Foley & Lardner LLP

111 North Orange Avenue, Suite 1800

Orlando, Florida 32801

Attention: Michael A. Okaty, Esq.
Telephone: (407) 244-3229
Facsimile: (407) 648–1743

 

If to Agent:

 

KeyBank National Association

Mailcode: OH-01-51-0311

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attention: Amy L. MacLearie,
  KREC Commercial Loan Closer-Assistant Vice President
Telephone: (216) 813-6935
Facsimile: (216) 357-6383

 

With copies to:

 

KeyBank Real Estate Capital

Healthcare Group

4200 West Cypress Street, Suite 490

Tampa, Florida 33607-4168

Attention: Grant Saunders, Senior Vice President
Telephone: (813) 313-5516
Facsimile: (813) 313-5555

 

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

 

SECURED LOAN AGREEMENTPage 36
 

 

ARTICLE 18
RESERVED

 

ARTICLE 19
ASSIGNMENTS AND PARTICIPATIONS

 

19.1.       Assignments and Participations.

 

(a)          Each Lender shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security hereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent of the Agent and with the prior written consent of Borrower, which consents by the Agent and the Borrowers shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the Eligible Assignee is also a Lender as of the date hereof or if an Event of Default then exists) and no consent of the Agent shall be required if the Eligible Assignee is also a Lender; provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption Agreement substantially in the form of Exhibit H attached hereto (the “Assignment and Assumption”), (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement, (iii) if the potential assignee is not already a Lender hereunder, at least ten (10) days prior to the date of the assignment, the potential assignee shall deliver to Agent all information reasonably necessary for Agent to successfully complete the Agent’s Patriot Act Customer Identification Process and OFAC Review Process, (iv) unless the Agent and, so long as no Event of Default exists, Borrowers otherwise consent, the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than Five Million Dollars ($5,000,000), (v) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500), and (vi) if the assignment is less than the assigning Lender’s entire interest in the Loan, the assigning Lender must retain at least a Ten Million Dollar ($10,000,000.00) interest in the Loan. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loan to be a Co-Agent, an “Arranger” or similar title, but such designation shall not confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrowers hereby agree that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrowers by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (b) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and thereunder.

 

(b)          By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) except as provided in such Assignment and Assumption, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished in connection therewith; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by each Borrower of any of its obligations under any Loan Document or any other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms that it has received a copy of this Agreement together with such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to become a Lender hereunder; (iv) such Eligible Assignee will, independently and without reliance upon Agent, the assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Eligible Assignee appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

 

SECURED LOAN AGREEMENTPage 37
 

 

(c)          Agent shall maintain a copy of each Assignment and Assumption delivered to and accepted by it and shall record in its records the names and address of each Lender and the Commitment of, and Percentage of the Loan owing to, such Lender from time to time. Borrowers, the Agent and Lenders may treat each entity whose name is so recorded as a Lender hereunder for all purposes of this Agreement.

 

(d)          Upon receipt of an Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, Agent shall, if such Assignment and Assumption has been properly completed and consented to if required herein, accept such Assignment and Assumption, and record the information contained therein in its records, and the Agent shall use its best efforts to give prompt notice thereof to Borrowers (provided that neither the Agent nor the Lenders shall be liable for any failure to give such notice).

 

(e)          Borrowers shall, at no cost or expense to Borrowers, use reasonable efforts to cooperate with Agent and each Lender in connection with the assignment of interests under this Agreement or the sale of participations herein.

 

(f)          Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section, any Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from its obligations hereunder. To facilitate any such pledge or assignment, the Agent shall, at the request of such Lender, enter into a letter agreement with the Federal Reserve Bank in, or substantially in, the form of the exhibit to Appendix C to the Federal Reserve Bank of New York Operating Circular No. 12.

 

(g)          Anything in this Agreement to the contrary notwithstanding, any Lender may assign all or any portion of its rights and obligations under this Agreement to another branch or Affiliate of such Lender without first obtaining the approval of any Agent or the Borrowers, provided that (i) such Lender remains liable hereunder unless the Borrowers and Agent shall otherwise agree, (ii) at the time of such assignment such Lender is not a Defaulting Lender, (iii) such Lender gives the Agent and Borrower at least fifteen (15) days prior written notice of any such assignment; (iv) the parties to each such assignment execute and deliver to Agent an Assignment and Assumption, and (v) the Agent receives from the assigning Lender a processing fee of One Thousand Five Hundred Dollars ($1,500).

 

(h)          Each Lender shall have the right, without the consent of the Borrowers, to sell participations to one or more Eligible Assignees in or to all or a portion of its rights and obligations under the Loan and the Loan Documents; provided, however, that (i) such Lender’s obligations under this Agreement (including without limitation its Commitment to Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and with regard to any and all payments to be made under this Agreement and (iv) the holder of any such participation shall not be entitled to voting rights under this Agreement or the other Loan Documents (but such holder may contract with the Lender selling such Eligible Assignee its interest in such Lender’s share of the Loan as to voting of such Lender’s interest under Section 20.6(b) [but not under any other section of this Agreement], provided that any such agreement by a Lender shall bind only such Lender alone and not Borrowers, the other Lenders or the Agent).

 

(i)          No Eligible Assignee of any rights and obligations under this Agreement shall be permitted to subassign such rights and obligations. No participant in any rights and obligations under this Agreement shall be permitted to sell subparticipations of such rights and obligations.

 

SECURED LOAN AGREEMENTPage 38
 

 

(j)          Borrowers acknowledge and agree that Lenders may provide to any Eligible Assignee or participant originals or copies of this Agreement, any other Loan Document and any other documents, instruments, certificates, opinions, insurance policies, letters of credit, reports, requisitions and other materials and information of every nature or description, and may communicate all oral information, at any time submitted by or on behalf of Borrowers or received by any Lender in connection with the Loan or with respect to Borrowers, provided that prior to any such delivery or communication, such Eligible Assignees or participants shall agree to preserve the confidentiality of any of the foregoing to the same extent that such Lender agreed to preserve such confidentiality. In order to facilitate assignments to Eligible Assignees and sales to Eligible Assignees, Borrowers shall execute such further documents, instruments or agreements as Lenders may reasonably require; provided, that no Borrower shall be required (i) to execute any document or agreement which would materially decrease its rights, or materially increase its obligations, relative to those set forth in this Agreement or any of the other Loan Documents (including financial obligations, personal recourse, representations and warranties and reporting requirements), or (ii) to expend more than incidental sums of money or incidental administrative time for which it does not receive reasonable reimbursement in order to comply with any requests or requirements of any Lender in connection with such assignment or sale arrangement. In addition, Borrowers agrees to cooperate fully with Lenders in the exercise of Lenders’ rights pursuant to this Section, including providing such information and documentation regarding Borrower as any Lender or any potential Eligible Assignee or participant may reasonably request and to meet with potential Eligible Assignees.

 

19.2.       Several Liability.

 

Anything in this Agreement contained to the contrary notwithstanding, the obligations of each Lender to Borrowers under this Agreement are several and not joint and several; each Lender shall only be obligated to fund its Percentage of each disbursement to be made hereunder up to the amount of its Commitment. During any time, and only during such time, as Agent is the sole Lender and has not assigned any portion or portions of its interest in the Loan to another Lender pursuant to an Assignment and Assumption Agreement, Agent in its individual capacity shall be liable for all of the obligations of the Lender under this Agreement and the other Loan Documents. From and after the date that Agent as the sole Lender assigns any portion or portions of its interest in the Loan to another Lender pursuant to an Assignment and Assumption Agreement, then Agent shall act as the administrative agent on behalf of itself as a Lender and the other Lenders.

 

ARTICLE 20
AGENT

 

20.1.       Appointment.

 

KeyBank National Association is hereby appointed as Agent hereunder and under each other Loan Document, and each Lender hereby irrevocably authorizes the Agent to act as agent for such Lender and to take such actions as such Lender is obligated or entitled to take under the provisions of this Agreement and the other Loan Documents. Agent agrees to act as such upon the express conditions contained in this Article in substantially the same manner that it would act in dealing with a loan held for its own account. Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement.

 

The provisions of this Article are solely for the benefit of the Agent and the Lenders, and Borrowers shall not have any rights to rely on or enforce any of the provisions hereof except as provided in Section 20.2 below. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of Lender and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for the Borrowers.

 

20.2.       Reliance on Agent.

 

All acts of and communications by the Agent, as agent for the Lenders, shall be deemed legally conclusive and binding; and Borrower or any third party (including any court) shall rely on any and all communications or acts of the Agent with respect to the exercise of any rights or the granting of any consent, waiver or approval on behalf of a Lender in all circumstances where an action by such Lender is required or permitted pursuant to this Agreement or the provisions of any other Loan Document or by applicable law without the right or necessity of making any inquiry of any individual Lender as to the authority of Agent with respect to such matter. In no event shall any of the foregoing limit the rights or obligations of any Lender with respect to any other Lender pursuant to this Article 20.

 

SECURED LOAN AGREEMENTPage 39
 

 

20.3.       Powers.

 

The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto or are otherwise necessary or desirable in connection with the administration of the Loan, and may exercise all other powers of Lenders as are not made subject to the consent of the Required Lenders pursuant to Section 20.6(a) or to the consent of all Lenders pursuant to Section 20.6(b). Without limiting the foregoing, the Agent may consent to or execute easements, plats, dedications, release of minor portions of the collateral and similar documents. The Agent shall not be considered, or be deemed, a separate agent of the Lenders hereunder, but is, and shall be deemed, acting in its contractual capacity as Agent, exercising such rights and powers under the Loan Documents as are specifically delegated to the Agent or Agent is otherwise entitled to take hereunder. Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action except any action specifically provided by the Loan Documents to be taken by the Agent.

 

20.4.       Disbursements.

 

(a)          At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrowers agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds.

 

(b)          Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Cleveland time) on the Funding Date. Nothing in this Section 20.4 shall be deemed to relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make any Advances hereunder.

 

SECURED LOAN AGREEMENTPage 40
 

 

20.5.       Distribution and Apportionment of Payments.

 

(a)          Subject to Section 20.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.

 

(b)          If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the “Lender Default Obligation”) shall be payable by the Defaulting Lender (i) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender failed to fund or (ii) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender(s) who made such advance and shall be credited against the Defaulting Lender’s obligation to pay interest on the amount advanced at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement.

 

(c)          At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

 

SECURED LOAN AGREEMENTPage 41
 

 

20.6.       Consents and Approvals.

 

(a)          Each of the following shall require the approval or consent of the Required Lenders:

 

(i)          The exercise of any rights and remedies under the Loan Documents following an Event of Default, provided that absent any direction from the Required Lenders, Agent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan;

 

(ii)         Appointment of a successor Agent;

 

(iii)        Approval of Post-Default Plan (defined in Section 20.7(d)); and

 

(iv)         Except as referred to in subsection (b) below, approval of any amendment or modification of this Agreement or any of the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of the other Loan Documents;

 

(b)          Each of the following shall require the approval or consent of all the Lenders:

 

(i)          Extension of the Maturity Date (beyond any extension permitted herein) or forgiveness of all or any portion of the principal amount of the Loan or any accrued interest thereon, or any other amendment of this Agreement or the other Loan Documents which would reduce the interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of payment of any principal, interest or fees;

 

(ii)         Reduction of the percentage specified in the definition of Required Lenders;

 

(iii)        Increasing the amount of the Loan or any non-consenting Lender’s Commitment;

 

(iv)         Release of any lien on any material collateral (except as Borrowers are entitled to under the Loan Documents); and

 

(v)          Amendment of the provisions of this Section 20.6.

 

(c)          In addition to the required consents or approvals referred to in subsections (a) and (b) above, the Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto.

 

SECURED LOAN AGREEMENTPage 42
 

 

(d)          Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Agent at the direction or with the consent of the Required Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the exercise by the Agent at the direction or with the consent of the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Agent to the Lenders requesting Lenders’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the matter or issue to be resolved, and (iv) shall include the Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other course of action recommended by the Required Lenders.

 

20.7.       Agency Provisions Relating to Collateral.

 

(a)          The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents.

 

(b)          Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority.

 

(c)          Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders.

 

SECURED LOAN AGREEMENTPage 43
 

 

(d)          In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

 

20.8.       Lender Actions Against Borrower or the Collateral.

 

Each Lender agrees that it will not take any action, nor institute any actions or proceedings, against any Borrower or any other person hereunder or under any other Loan Documents with respect to exercising claims against such Borrower or rights in any collateral without the consent of the Required Lenders. With respect to any action by the Agent to enforce the rights and remedies of the Agent and Lenders with respect to such Borrower and any collateral in accordance with the terms of this Agreement, each Lender hereby consents to the jurisdiction of the court in which such action is maintained.

 

20.9.       Assignment and Participation.

 

No Lender shall be permitted to assign or sell all or any portion of its rights and obligations under this Agreement to any Borrower or any Affiliate of any Borrower.

 

20.10.     Ratable Sharing.

 

Subject to Sections 20.4 and 20.5, Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Percentages, whether received by voluntary payment, by the exercise of the right of set-off or bankers’ lien, by counterclaim or cross action or by the enforcement of any or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers’ lien or otherwise, receive payment of a proportion of the aggregate amount of the Loan held by it which is greater than its Percentage of the payments on account of the Loan, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such obligations owed to the others so that all such recoveries with respect to such obligations shall be applied ratably in accordance with their Percentages; provided, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection with such recovery. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.

 

20.11.     General Immunity.

 

Neither Agent nor any of its directors, officers, agents or employees shall be liable to Borrowers or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. In the absence of gross negligence, the Agent shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 20.5, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

 

SECURED LOAN AGREEMENTPage 44
 

 

20.12.     No Responsibility for Loan, Recitals, etc..

 

Neither Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any use of the Loan; (ii) the performance or observance of any of the covenants or agreements of any party to any Loan Document; (iii) the satisfaction of any condition specified in this Agreement, except receipt of items purporting to be the items required to be delivered to any Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith, provided that the foregoing shall not release Agent from liability for its gross negligence or willful misconduct.

 

20.13.     Action on Instructions of Lenders.

 

The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by all the Lenders (or the Required Lenders, if such action may be directed hereunder by the Required Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of Lenders. Each Lender, severally to the extent of its Percentage, hereby agrees to indemnify Agent against and hold it harmless from any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action, provided that the foregoing shall not release Agent from liability for its gross negligence or willful misconduct.

 

20.14.     Employment of Agents and Counsel.

 

The Agent may undertake any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be liable to Lenders, except as to money or securities received by them or their authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.

 

20.15.     Reliance on Documents; Counsel.

 

The Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be an employee of Agent, provided that the foregoing shall not release the Agent from liability for its gross negligence or willful misconduct. Any such counsel shall be deemed to be acting on behalf of Lender in assisting the Agent with respect to the Loan, but shall not be precluded from also representing Agent in any matter in which the interests of Agent and the other Lenders may differ.

 

20.16.     Agent’s Reimbursement and Indemnification.

 

Lenders agree to reimburse and indemnify Agent ratably (i) for any amounts (excluding principal and interest on the Loan and loan fees) not reimbursed by Borrowers for which Agent is entitled to reimbursement under the Loan Documents, (ii) for any other expenses incurred by Agent on behalf of Lender, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by Borrowers, (iii) for any expenses incurred by Agent on behalf of Lender which may be necessary or desirable to preserve and maintain collateral or to perfect and maintain perfected the liens upon the collateral granted pursuant to this Agreement and the other Loan Documents, if not paid by Borrowers, (iv) for any amounts and other expenses incurred by Agent on behalf of Lender in connection with any default by any Lender hereunder or under the other Loan Documents, if not paid by such Lender, and (v) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of Agent.

 

SECURED LOAN AGREEMENTPage 45
 

 

20.17.     Rights as a Lender.

 

With respect to its Commitment, if any, Agent shall have the same rights, powers and obligations hereunder and under any other Loan Document as any Lender and may exercise such rights and powers as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include Agent in its individual capacities. Borrowers and each Lender acknowledge and agree that Agent and/or its affiliates may accept deposits from, lend money to, hold other investments in, and generally engage in any kind of trust, debt, equity or other transaction or have other relationships, in addition to those contemplated by this Agreement or any other Loan Document, with Borrowers or any of their affiliates in which Borrowers or such affiliate are not restricted hereby from engaging with any other person.

 

20.18.     Lenders’ Credit Decisions.

 

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements and other information prepared by Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

 

20.19.     Notice of Events of Default.

 

Should Agent receive any written notice of the occurrence of a default or Event of Default, or should the Agent send Borrowers a notice of Default or Event of Default, the Agent shall promptly furnish a copy thereof to each Lender.

 

20.20.     Successor Agent.

 

(a)          Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) days prior written notice to Lenders and Borrowers. Such resignation shall take effect on the date set forth in such notice or as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender.

 

(b)          Upon resignation by the Agent, or any successor Agent, the Required Lenders shall appoint a successor Agent with the written consent of Borrowers, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrowers shall be required if an Event of Default then exists). If no successor Agent shall have been so appointed by the Required Lenders (with the consent of Borrowers as set forth in the preceding sentence), and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving notice of resignation, then the retiring Agent may appoint a successor Agent with the consent of Borrower, which shall not unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent and the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Article 20 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. In the event that Synovus Bank, in its sole discretion, elects to become successor Agent, the consent of Borrowers shall not be required.

 

SECURED LOAN AGREEMENTPage 46
 

 

ARTICLE 21
WAIVER OF JURY TRIAL

 

EACH BORROWER AND LENDER EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

 

SECURED LOAN AGREEMENTPage 47
 

 

EXECUTED as of the date first set forth above.

 

BORROWERS: MVI HEALTH CENTER, LP, a Delaware limited partnership
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory
   
  SENTIO LANDLORD HAMMOND, LLC, a Delaware limited liability company
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory
   
  WILDEWOOD OWNER, LLC, a Delaware limited liability company
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory
   
  SENTIO LANDLORD SLIDELL, LLC, a Delaware limited liability company
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory
   
  GABLES OF HUDSON, LLC, a Delaware limited liability company
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory

 

SECURED LOAN AGREEMENTPage 48
 

 

AGENT: KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent on behalf of itself and the other lenders
   
  By: /s/ Amy L. MacLearie,
    Amy L. MacLearie, AVP-Closing Officer
   
LENDERS: KEYBANK NATIONAL ASSOCIATION, a national banking association
   
  By: /s/ Amy L. MacLearie,
    Amy L. MacLearie, AVP-Closing Officer

 

SECURED LOAN AGREEMENTPage 49
 

 

EXHIBIT A-1

 

Legal Description of Mesa Vista Land

 

Lot 1, Block 2, New City Block 17341, NORTH HOLLOW KNOLL, an addition to the City of San Antonio, Bexar County, Texas, according to the map or plat thereof, recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas; TOGETHER WITH non-exclusive easement rights set forth under Article III, Sections 3.1, 3.2 and 3.3 pursuant to the Declaration of Protective Covenants and Performance Standards for Northgate Development recorded in Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.

 

EXHIBIT A-1Page 1
 

 

EXHIBIT A-2

 

Legal Description of Hammond Land

 

A certain tract or parcel of land, together with all the buildings and improvements thereon, situated in the NW 1/4 of the SW 1/4 of the SW 1/4 of SECTION 30, T6S - R8E, Tangipahoa Parish, Louisiana and being more fully described as follows:

 

Commencing at the NW corner of the NW 1/4 of the SW 1/4 of the SW 1/4 of Section 30, T6S - R8E. Thence N 89° 27' 00" E for a distance of 30.00 feet. Thence S 00° 17' 00" E for a distance of 20.00 feet to the Point of Beginning. Thence N 89° 27' 00" E for a distance of 630.00 feet to a point and corner. Thence S 00° 17' 00" E for a distance of 310.00 feet. Thence S 89° 27' 00" W for a distance of 630.00 feet. Thence N 00° 17' 00" W for a distance of 310.00 feet back to the Point of Beginning. Together with and subject to covenants, easements and restrictions of record. Said property contains 4.483 acres, more or less, as shown on a survey entitled, "Map Showing Survey of a 4.483 Acre Tract Located in the NW 1/4 of the SW 1/4 of the SW 1/4 of Section 30, T6S, R8E, Tangipahoa Parish, Louisiana" recorded 4/17/09 as Instrument No. 803763 in COB 1176, Page 18, records of Tangipahoa Parish. Said property is also more fully shown on a survey entitled, "Map Showing topographic Survey of a 4.483 Acres Tract Located in Section 30, T6S-R8E, Greensburg Land District, City of Hammond, Tangipahoa Parish, Louisiana for General Electric Capital Corporation & Wakefield Capital Management, Inc.", dated 6/30/11, as revised, made by Lester A. McLin, Jr., P.L.S. Said property is also more fully shown on a survey entitled, "Map Showing ALTA / ACSM Land Title Survey of 4.483 Acre Tract, Located in Section 30, T 6 S-R 8 E Greensburg Land District City of Hammond Tangipahoa Parish, Louisiana for CBC Hammond L.L.C., dated 9/5/14, made by Lester A. McLin, Jr., P.L.S.

 

Being the same property acquired by CBC HAMMOND L.L.C. from Live Oak Village of Hammond, LLC by act before W. Brett Mason and Laura Pampa, Notaries Public, dated July 20, 2011, registered in COB 1251, FOLIO 512 in the records of Tangipahoa Parish.

 

EXHIBIT A-2Page 1
 

 

EXHIBIT A-3

 

Legal Description of Wildewood Land

 

To be inserted at the closing in connection with the Wildewood project.

 

EXHIBIT A-3Page 1
 

 

EXHIBIT A-4

 

Legal Description of Slidell Land

 

Property 1:

 

THREE (3) certain lots or parcels of ground, together with all the buildings and improvements thereon, being LOTS 14, 15 and 16, SQUARE 17, PEARL ACRES SUBDIVISION, located in Section 6, T9S, R15E, St. Tammany Parish, Louisiana, and being further described as follows:

 

Begin at the NW corner of Lot 16, Sq. 17, Pearl Acres Subdivision in Section 6, T9S, R15E, St. Tammany Parish, Louisiana, said point being the point of beginning. Then from said point of beginning, on the south right of way of Coral Avenue, go S 89° 50' 24" E a distance of 229.19 feet along said south right of way to the NE corner of Lot 14 on the eastern boundary of Pearl Acres Subdivision. Then proceed S 39° 58' 00" E a distance of 479.25 feet along said eastern boundary to the SE corner of Lot 14. Then proceed S 89° 51' 04" W a distance of 329.87 feet along the south line of Lot 14 to the SW corner of Lot 14 and the SE corner of Lot 15. Then proceed S 89° 44' 05" W a distance of 103.95 feet along the south line of Lot 15 to the SW corner of Lot 15 and the SE corner of Lot 16. Then proceed S 89° 43' 58" W a distance of 103.95 feet along the south line of Lot 16 to the SW corner of Lot 16. Then proceed N 00° 06' 51" E a distance of 369.77 feet along the west line of Lot 16 to the point of beginning.

 

All as more fully shown on a survey entitled, ''Topographic Survey of Lots 10, 14, 15 & 16, Square 17, in Pearl Acres Subdivision, Sec. 6, T9S, R15E, Near Slidell, in St. Tammany Parish, Louisiana", prepared by J.V. Burkes & Associates, Inc. dated 9/22/97. Also being more particularly described as follows on a survey entitled, "An ALTA/ACSM Survey of Lots 14, 15 & 16, Sq. 17, Pearl Acres Subdivision, St. Tammany Parish, Louisiana", dated 6/17/11, made by Sean M. Burkes, P.E., P.L.S.:

 

BEGINNING AT THE NORTHWEST CORNER OF LOT 16, SQUARE 17, PEARL ACRES SUBDIVISION IN SECTION 6, T-9-S, R-15-E, ST. TAMMANY PARISH, LOUISIANA. AND SAID POINT BEING THE POINT OF BEGINNING. THEN FROM SAID POINT OF BEGINNING, ON THE SOUTH RIGHT OF WAY OF CORAL AVENUE, GO S89° 50'24"E A DISTANCE OF 229.19 FEET TO A 1/2" IRON ROD FOUND AT THE NORTHEAST CORNER OF LOT 14 ON THE EASTERN BOUNDARY OF PEARL ACRES SUBDIVISION. THEN PROCEED S39°58'00"E A DISTANCE OF 479.25 FEET ALONG SAID EASTERN BOUNDARY TO A POINT AT THE SOUTHEAST CORNER OF LOT 14. THEN PROCEED S89°51'04"W A DISTANCE OF 329.87 FEET ALONG THE SOUTH LINE OF LOT 14 TO A 1/2" IRON ROD SET AT THE SOUTHWEST CORNER OF LOT 14 AND THE SOUTHEAST CORNER OF LOT 15. THEN PROCEED S89°44'05"W A DISTANCE OF 103.95 FEET ALONG THE SOUTH LINE OF LOT 15 TO A 1/2" IRON ROD FOUND AT THE SOUTHWEST CORNER OF LOT 15 AND THE SOUTHEAST CORNER OF LOT 16. THEN PROCEED S89°43'58''W A DISTANCE OF 103.95 FEET ALONG THE SOUTH LINE OF LOT 16 TO A 1/2" IRON PIPE FOUND AT THE SOUTHWEST CORNER OF LOT 16. THEN PROCEED N00°06'51"E A DISTANCE OF 369.77 FEET ALONG THE WEST LINE OF LOT 16 TO THE POINT OF BEGINNING.

 

Also being more fully shown on survey entitled, "An ALTA/ACSM Survey of Lots 14, 15 & 16, Sq. 17, Pearl Acres Subdivision in Section 6, T-9-S, R-15-E, St. Tammany Parish, Louisiana, dated 8/13/14, made by Sean M. Burkes, P.E., P.L.S.

 

Property 2:

 

A non-exclusive predial servitude of ingress/egress created by Servitude Agreement recorded at Inst. 1087265 on 3/20/1998, and Servitude Agreement recorded at Inst. 1087264 on 3/20/1998, over the following described property:

 

Beginning at the NE corner of Lot 10, Square 17, Pearl Acres Subdivision, located in Section 6, T9S, RI5E, St. Tammany Parish, Louisiana, being the point of beginning. Then from said point of beginning proceed S 00° 05' 20" E a distance of 314.77 feet along the east line of Lot 10, common to Lot 11, to a point on the north right of way of Gause Blvd. Then proceed S 72° 07' 59" W a distance of 83.51 feet along said north right of way. Then proceed N 00° 05' 33" E a distance of 15.45 feet. Thence proceed N 31° 59' 23" E a distance of 93.25 feet. Then proceed N 00° 05' 20" W a distance of 245.67 feet to a point on the north line of Lot 10. Then proceed N 89° 44' 05" E a distance of 30.00 feet along the said north line common to Lot 15 to the point of beginning. All as more fully shown on the topographic survey attached to that Servitude of Ingress and Egress recorded as Instrument No. 1087264 and Instrument No. 1087265.

 

EXHIBIT A-4Page 1
 

 

Also being more particularly described as follows on a survey entitled, "An ALTA/ACSM Survey Of Lots 14, 15 & 16, Sq. 17, Pearl Acres Subdivision, St. Tammany Parish, Louisiana", dated 6/17/11, made by Sean M. Burkes, P.E., P.L.S.:

 

BEGINNING AT THE NORTHEAST CORNER OF LOT 10, PEARL ACRES SUBDIVISION, LOCATED IN SECTION 6, T-9-S, R-15-E, ST. TAMMANY PARISH, LOUISIANA, BEING THE POINT OF BEGINNING. THEN FROM SAID POINT OF BEGINNING PROCEED S00°09'55"E A DISTANCE OF 314.51 FEET (S00°05'20"E A DISTANCE OF 314.77 FEET - TITLE) ALONG THE EAST LINE OF LOT 10, COMMON TO LOT 11 TO A ½" IRON ROD FOUND ON THE NORTH RIGHT OF WAY OF GAUSE BOULEVARD. THEN PROCEED S72°07'59"W A DISTANCE OF 83.51 FEET ALONG SAID NORTH RIGHT OF WAY TO A ½" IRON ROD SET. THEN PROCEED N00°05'33"E A DISTANCE OF 15.45 FEET TO A ½" IRON ROD SET. THEN PROCEED N31°34'54"E A DISTANCE OF 92.68 FEET (N31°59'23"E A DISTANCE OF 93.25 FEET - TITLE) TO A ½" IRON ROD FOUND. THEN PROCEED N00°00'12"E A DISTANCE OF 245.60 FEET (N00°05'20''W A DISTANCE OF 245.67 FEET - TITLE) TO A ½" IRON ROD SET ON THE NORTH LINE OF LOT 10. THEN PROCEED N89°44'05"E A DISTANCE OF 30.00 FEET ALONG SAID NORTH LINE COMMON TO LOT 15 TO THE POINT OF BEGINNING.

 

Also being more fully shown on survey entitled, "An ALTA/ACSM Survey of Lots 14, 15 & 16, Sq. 17, Pearl Acres Subdivision in Section 6, T-9-S, R-15-E, St. Tammany Parish, Louisiana, dated 8/13/14, made by Sean M. Burkes, P.E., P.L.S..

 

EXHIBIT A-4Page 2
 

 

EXHIBIT A-5

 

Legal Description of Hudson Land

 

To be inserted at the closing in connection with the Hudson project.

 

EXHIBIT A-5Page 1
 

 

EXHIBIT B-1

 

Mesa Vista Permitted Exceptions

 

1.Restrictive covenants of record found in Volume 9569, Page 38 of the Deed Records and Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.

 

2.25-foot building setback line along North Knoll as shown on plats recorded in Volume 9547, Page 4 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

3.1-foot vehicular non-access easement along portions of North Knoll and North Hollow as shown on plat recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

4.14-foot gas, electric, telephone and cable T.V. easement along portions of North Knoll and North Hollow as shown on plats recorded in Volume 9547, Page 4 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

5.20-foot electric easement along the southwest property line as shown on plats recorded in Volume 9503, Page 116 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

6.12-feet of a 28 foot electric easement along the southeast property line as shown on plats recorded in Volume 9503, Page 116 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

7.16-foot drainage easement recorded in Volume 8879, Page 289 of the Real Property Public Records of Bexar County, Texas and as shown on plat recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

8.Terms, conditions, covenants, easements and provisions, including, but not limited to, a lien and personal obligation of assessments payable to Northgate Property Owners' Association, Inc., pursuant to that certain Declaration dated December 6, 1983, executed by May Twentieth, Ltd., recorded in Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.

 

EXHIBIT B-1Page 1
 

 

EXHIBIT B-2

 

Hammond Permitted Exceptions

 

1.Right of Way Deed in favor of the State of Louisiana, Department of Highways, recorded as Instrument No. 80650 in COB 216, Page 211, records of Tangipahoa Parish.

 

2.Ten (10') foot telephone right of way in favor of South Central Bell Telephone Company, recorded as Instrument No. 206289 in COB 388, Page 162, records of Tangipahoa Parish.

 

3.Right of way dated 3/05/97 by Live Oak Living Centers, Inc. to Entergy Louisiana, Inc., recorded as Instrument No. 501607 in COB 833, Page 783, records of Tangipahoa Parish.

 

4.Servitude by Live Oak Living Centers, Inc. d/b/a Live Oak Village of Hammond in favor of BellSouth Telecommunications, recorded 3/16/01 as Instrument No. 580071 in COB 914, Page 538, records of Tangipahoa Parish.

 

5.Servitude dated 4/09/02 by Live Oak Living Centers, Inc. d/b/a Live Oak Village of Hammond in favor of BellSouth Telecommunications, recorded as Instrument No. 611729 in COB 941, Page 745, records of Tangipahoa Parish.

 

6.Servitude dated 12/09/05 by Live Oak Living Centers, Inc. d/b/a Live Oak Village of Hammond in favor of BellSouth Telecommunications, recorded as Instrument No. 709798 in COB 1043, Page 47, records of Tangipahoa Parish.

 

7.Servitude dated 3/30/06 by Live Oak Living Centers, Inc. d/b/a Live Oak Village of Hammond in favor of BellSouth Telecommunications, recorded as Instrument No. 716288 in COB 1052, Page 557, records of Tangipahoa Parish.

 

8.Notice of Lease dated 7/21/2011 by and between CBC Hammond, LLC and Hammond Senior Living, LLC recorded at Instrument No. 857600 in COB 1251, Page 544, records of Tangipahoa Parish.

 

EXHIBIT B-2Page 1
 

 

EXHIBIT B-3

 

Wildewood Permitted Exceptions

 

To be inserted at the closing in connection with the Wildewood project.

 

EXHIBIT B-3Page 1
 

 

EXHIBIT B-4

 

Slidell Permitted Exceptions

 

1.Nonexclusive Installation and Service Agreement between Renaissance Media, LLC and Slidell Senior Living, LLC dated 6/1/2013, recorded at Inst. 1904714.

 

2.Nonexclusive Installation and Service Agreement between Renaissance Media, LLC and Slidell Senior Living, LLC dated 3/21/2012, recorded at Inst. 1849013.

 

3.Act of Servitude by and among Live Oak Village of Slidell, L.L.C., Paris Properties, LLC, and Nicholas J. Mialzo and Marily St. Romain Milazo dated 1/23/2002 and 1/30/2002 recorded at Inst. 1288587.

 

4.Servitude Agreement by and among Manhattan Square Limited Partnership, a Partnership in Commendam, Donald E. Theriot and Kathleen Sharp Theriot, and Alfred R. Blossman, Jr. and Royanne Hurd Blossman, and Live Oak Living Centers, Inc., recorded at Inst. 1087265 on 3/20/1998.

 

5.Servitude Agreement by and among Manhattan Square Limited Partnership, a Partnership in Commendam, Donald E. Theriot and Kathleen Sharp Theriot, and Alfred R. Blossman, Jr. and Royanne Hurd Blossman, and Live Oak Living Centers, Inc., recorded at Inst. 1087264 on 3/20/1998.

 

EXHIBIT B-4Page 1
 

 

EXHIBIT B-5

 

Hudson Permitted Exceptions

 

To be inserted at the closing in connection with the Hudson project.

 

EXHIBIT B-5Page 1
 

 

EXHIBIT C

 

Title Requirements

 

1.Title Insurance Company Requirements. The maximum single risk (i.e., the amount insured under any one policy) by a title insurer may not exceed 25% of that insurer’s surplus and statutory reserves. Reinsurance must be obtained by closing for any policy exceeding such amount.

 

2.Loan Policy Forms. Standard American Land Title Association form of mortgagee insurance policy, must be used.

 

3.Insurance Amount. The amount insured must equal at least the original principal amount of the Loan.

 

4.Named Insured. The named insured under the Title Policy must be substantially the same as the following: “KeyBank National Association, as agent for the benefit of the Lenders, and its respective successors and assigns.”

 

5.Arbitration. In the event that the form policy which is utilized includes a compulsory arbitration provision, the insurer must agree that such compulsory arbitration provisions do not apply to any claims by or on behalf of the insured.

 

6.Date of Policy. The effective date of the Title Policy must be as of the date and time of the recording of the applicable Mortgage(s).

 

7.Legal Description. The legal description of the property contained in the Title Policy must conform to (a) the legal description shown on the survey of the property, and (b) the legal description contained in the Mortgage.

 

8.Easements. Each Title Policy shall insure, as separate parcels: all appurtenant easements and other estates benefiting the property.

 

9.Exceptions to Coverage. With respect to the exceptions, the following applies:

 

a)Each Title Policy shall afford the broadest coverage available in the state in which the subject property is located.

 

b)The “standard” exceptions (such as for parties in possession or other matters not shown on public records) must be deleted to the extent permitted by law or regulation.

 

c)The “standard” exception regarding tenants in possession under residential leases, should also be deleted. In the alternative, the exception should read substantially as follows: “Rights or claims of parties in possession under residency agreements, as residents only, without any right of first refusal to purchase any portion of the property.” For commercial properties, a rent roll should be attached in lieu of the general exception.

 

d)The standard survey exception to the Title Policy must be modified to read “shortages in area” only.

 

e)Any exception for taxes, assessments, or other lienable items must expressly insure that such taxes, assessments, or other items are not yet due and payable.

 

f)Any lien, encumbrance, condition, restriction, or easement of record must be listed in the Title Policy, and the Title Policy must affirmatively insure against all loss or damage due to encroachments upon insured easements, if any.

 

EXHIBIT CPage 1
 

 

g)The Title Policy may not contain any exception for any filed or unfiled mechanics’ or materialmen’s liens.

 

10.Endorsements. With respect to endorsements, the following applies:

 

Lender may require the following

endorsements where applicable and

available:

 due execution single tax lot
     
Access    
Address first loss subdivision
Assessments last dollar tie in
assignment of leases and rents leasehold usury
assignment of loan documents mineral rights  
Contiguity mortgage tax  
doing business reverter  

 

11.Informational Matters. The Policy must include, as an informational note, the following:

 

The recorded plat number together with recording information.

 

12.Delivery of Copies. Legible copies of all easements, encumbrances, or other restrictions shown as exceptions on the Title Policy must be delivered with the first draft of the title commitment.

 

EXHIBIT CPage 2
 

 

EXHIBIT D

 

SURVEY REQUIREMENTS

 

Property Survey:

 

1.A survey shall be certified to Lender ___________ and ___________ [(insert names of Borrower and Title Insurance Company)] by a registered land surveyor. The survey is to have the surveyor’s seal affixed and shall reflect a current date. Older surveys are acceptable if updated and re-certified.

 

2.The full legal description and street address must be shown. The legal description must be identical to that contained in the title insurance commitment. If the premises are described as being on a filed plat or map, the survey should contain a legend relating the parcel to the map on which it is shown.

 

3.All perimeter property lines must be specifically identified. Show the location by courses and distances of: (a) the parcel to be covered by the mortgage; (b) clearly designate the point of beginning and the relation of the point of beginning of said parcel to the monument from which it is fixed; (c) all servient easements; (d) the established building line; (e) all easements appurtenant to said parcel (f) the line of the street or streets abutting the parcel and the width of said streets; (g) the location by courses and distances of the nearest intersection of two streets to the subject property.

 

4.The number of square feet or acres contained in the parcel must be specifically identified.

 

5.All streets adjacent to the property and R.O.W. lines must be specifically identified. The survey must disclose that access to the adjacent streets exists.

 

6.All exceptions on the title insurance commitment must be plotted (or, identified on the face of the survey as not plottable). Indicate the reason that any exceptions (except liens) are not plottable.

 

7.All easements affecting the property shall be identified by recording information (book and page or document number of instrument creating the easement).

 

8.Identify all utility lines as they service the property and improvements (sewer, water, gas, electric and telephone). Indicate whether the utility line is above or below grade and show the sizes of the respective service.

 

9.Show and describe encroachments or make a positive statement there are not encroachments.

 

10.State whether or not the property appears on any U.S. Department of H.U.D. Flood Insurance Boundary Map and, if so, further state the map number and whether or not the property appears in the “Flood Hazard” shown on the map.

 

11.Show the location of railroad tracks and sidings.

 

12.The location of rubbish fills, sloughs, springs, filled-in wells or cisterns and seep holes should be charted wherever possible.

 

13.For property on which existing improvements are to remain, include:

 

(a)All structures and improvements including sidewalks, stoops, over-hangs, and parking areas must be shown. The square footage of all structures must be listed. Show all structures and improvements on said parcel with horizontal lengths of all sides and the relation thereof by distances to (i) all boundary lines of the parcel; (ii) servient easements; (iii) established building lines; and (iv) street lines.

 

EXHIBIT DPage 1
 

 

(b)Identify parking and paved areas. Identify the number of vehicles that may be parked in each parking area.

 

EXHIBIT DPage 2
 

 

FORM OF CERTIFICATION FOR SURVEYS

 

To KeyBank National Association, as agent for the benefit of the Lenders, ___________ and ___________ (insert Borrower and Title Insurance Company):

 

This is to certify that this map or plat and the survey on which it is based were made in accordance with the “2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and NSPS, and includes Items [2, 3, 4, 6, 7(a), 7(b), 7(c), 8, 9, 10, 11(a), 13 and 16] of Table A thereof. The field work was completed on ___________. Pursuant to the Accuracy Standards as adopted by ALTA and NSPS and in effect on the date of this certification, undersigned further certifies that in my professional opinion, as a land surveyor registered in the State of __________, the Relative Positional Accuracy of this survey does not exceed that which is specified therein.

 

Date of Plat or Map: _______________ (signed) (seal)
  Registration No.  

 

EXHIBIT DPage 3
 

 

EXHIBIT E

 

 

INSURANCE REQUIREMENTS FOR COMMERCIAL REAL ESTATE LOANS

TERM LOAN – Existing or Completed Building – Health Care Group

 

Named Insured (Borrower): Wildewood Owner, LLC
  Sentio Landlord Slidell, LLC
  Sentio Landlord Hammond, LLC
  Gables of Hudson, LLC
  MVI HEALTH CENTER, LP

 

Collateral Property Addresses:   5756 North Knoll Drive  San Antonio, TX  78240 (Mesa Vista)
  23185 Milestone Way  California, MD  20619 (Villages of Wildewood)
  2200 Gause Blvd E  Slidell, LA  70461 (Live Oak Village of Slidell)
  17010 Old Covington Way  Hammond, LA  70403 (Live Oak Village of Hammond)
  5400 Darrow Road  Hudson, OH  44236 (The Gables of Hudson)

 

Mortgagee: KeyBank National Association, its successors and/or assignees,
  for itself and, when applicable, as agent for other participating lenders

 

Mortgagee address: KeyBank Real Estate Capital, Attention: Insurance Dept
  11501 Outlook Street, Suite #300, Overland Park, KS 66211

 

Deductible under any line of coverage (except flood, quake and named windstorm) must not exceed $25,000.

Note: If transaction includes mezzanine or equity loan, deductible must not exceed $25,000.

 

NOTE: EVIDENCE OF INSURANCE MUST ADDRESS ALL THESE POINTS

 

PROPERTY

 

Required

coverage and

conditions:

 

·      “Special Form” equivalent to ISO standard, or “Risks of loss not otherwise excluded” for coverage comparable to ISO Special Form, including damage from windstorm and hail

·      Boiler & Machinery or Breakdown coverage for buildings with boilers, elevators or central HVAC (not required for per-unit HVAC)

·      Replacement cost valuation for building. Actual loss sustained for business income.

·      No coinsurance / coinsurance waived

·      At least 180 days extended period of recovery provision under business income

Additional causes x Flood – mandatory at NFIP limits ($250,000 per residential bldg.,
of loss if $500,000 per commercial bldg.) if property is in Special Flood Hazard Area
specified: 2200 Gause Blvd E  Slidell, LA  70461 (Live Oak Village of Slidell)
  **Flood declaration page must include Flood Zone, Borrower name, property address and all required coverages.
   
  KeyBank Mortgagee/Loss Payee should be noted as follows:
   
  KeyBank National Association
  Flood Insurance Group
  11501 Outlook Street, Suite 300
  Overland Park, KS 66211
   
  ¨ Additional or alternative flood limits: $1,000,000
  ¨ Earthquake $ 25% of value if location is high-risk for earthquake
  x Terrorism

 

EXHIBIT EPage 1
 

 

  x Ordinance or Law:  (A) Loss of value of undamaged part – within full building limit
  (if sublimit applies, it should be at least 25% of hard cost value);
  (B) Demolition and (C) Increased Cost of Construction: $1,000,000
  ¨ Other
   
Amount of Building:  Sufficient to cover insurable value (cost to construct less standard exclusions such as
insurance: foundation):  The Gables of Hudson $13,507,408
  Live Oak Village of Slidell $4,186,299
  Mesa Vista $8,058,513
  Villages of Wildewood $6,149,355
  Live Oak Village of Hammond $3,692,140
  Business interruption:  Sufficient to cover 12 months’ revenue or rental income:
  The Gables of Hudson $4,094,669
  Live Oak Village of Slidell $1,902,795
  Mesa Vista $9,115,862
  Villages of Wildewood $2,929,158
  Live Oak Village of Hammond $1,872,614
Mortgagee Mortgagee identified as above.
Clause: Mortgagee provisions must match standard clause of ISO forms or Lender’s Loss Payable clause per section D of ISO form CP 12 18 (06 07); INCLUDE COPY WITH CERTIFICATE
   
Documentation: Acord 28 Evidence of Property Insurance
  ·      All details specified above must be specifically addressed.  
  ·      All deductibles and any sub-limits must be disclosed.
  ·      If program is blanket over other locations as well as loan property, show policy limits along with values reported to insurer for the subject location.

 

EXHIBIT EPage 2
 

 

INSURANCE REQUIREMENTS FOR COMMERCIAL REAL ESTATE LOANS

PERMANENT LOAN

- continued –

 

GENERAL LIABILITY

 

Coverage form: Commercial General Liability – equivalent to ISO standard occurrence-based form, including bodily injury, property damage, personal injury, contractual liability and products/completed operations liability, unless otherwise agreed by lender.  Claims-made form may be accepted if linked to claims-made professional liability coverage.
   
Limit of liability  
per occurrence: Not less than $3,000,000 combining primary and excess
   
Mortgagee as Mortgagee identified on page 1.
Additional Coverage granted per ISO form CG 20 18 or CG 20 26, or equivalent.
Insured: INCLUDE COPY OF ENDORSEMENT OR POLICY PROVISIONS WITH CERTIFICATE.
   
Documentation:

Acord 25 Certificate of Liability Insurance

 

BORROWER’S PROPERTY, GENERAL LIABILITY AND UMBRELLA/EXCESS INSURERS MUST HAVE BEST’S RATINGS NOT LESS THAN A:X UNLESS OTHERWISE AGREED TO BY LENDER.

 

OTHER COVERAGES

 

Workers’

Compensation:

 Statutory benefits for the state where the building is located.  This requirement may be waived if borrowing entity has no employees and property manager produces evidence of workers’ compensation coverage.
   

Employer’s

Liability:

 $100,000 per accident for accidental injury; $100,000 per employee and $100,000 aggregate for occupational illness or disease.  
   

Business Auto

Liability:

 Covering owned, non-owned and hired/rented vehicles
   
Environmental
Liability:		 ¨ Requirement applies only if checked.  Form should cover liability for bodily injury and property damage claims, both on and off site, arising from existing and newly-discovered conditions, and include mortgagee as an insured along with borrower.  Full quote and specimen forms must be submitted for lender approval.
  Required limit: $[TBD if coverage is applicable]
   

Medical

Professional

Liability:

x Required if the borrowing entity is providing medical or healthcare services including assisted living.

Required limit not less than: $1,000,000

 

EXHIBIT EPage 3
 

 

EXHIBIT F

 

RESERVED

 

EXHIBIT FPage 1
 

 

EXHIBIT G

 

FORM OF BORROWERS’ CERTIFICATE OF COMPLIANCE

 

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44144

Attention: Relationship Manager,
  KeyBank Real Estate Capital, Healthcare

 

Re:Secured Loan Agreement dated as of November _____, 2014 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) and all loan documents related thereto (the “Loan Documents”), between MVI HEALTH CENTER, LP, SENTIO LANDLORD HAMMOND, LLC, WILDEWOOD OWNER, LLC, SENTIO LANDLORD SLIDELL, LLC, and GABLES OF HUDSON, LLC (collectively “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as administrative agent for the benefit of the lenders, and the Lenders

 

Reference is made to the Agreement and the Loan Documents. Capitalized terms used in this Certificate (including schedules and other attachments hereto, this “Certificate”) without definition have the meanings specified in the Agreement and the Loan Documents.

 

Pursuant to applicable provisions of the Agreement and the Loan Documents, the Borrowers hereby certify to the Agent that the information furnished in the attached schedules, including, without limitation, each of the calculations listed below are true, correct and complete in all material respects as of the last day of the fiscal periods subject to the financial statements and associated covenants being delivered to the Agent pursuant to the Agreement and the Loan Documents together with this Certificate (such statements being defined as the “Financial Statements” and the periods covered thereby defined as the “Reporting Period”) and for such reporting periods.

 

Borrowers hereby further certify to the Agent that:

 

1.Compliance with Financial Covenants. As shown below, Borrowers confirm that Borrowers are in full compliance with the Financial Covenants contained in the Loan Agreement.

 

(Need to include the following for each Project tested)

 

Covenant: Debt Service Coverage Covenant for _______________ Project tested quarterly (Commencing September 30, 2014, and continuing as of each March 31, June 30, September 30 and December 31 thereafter).
   
Calculation: Debt Service Coverage – Adjusted NOI divided by the Implied Debt Service for the applicable period (Please attach the calculation)

 

Calculations are shown on Schedule I attached hereto

 

Debt Service Coverage of ___________for period ending ____________

 

Minimum Required Debt Service Coverage:              to 1.00

 

Compliance? (Yes or No)                   _____________________

 

EXHIBIT GPage 1
 

 

2.Review of Condition. Borrowers have reviewed the terms of the Agreement and the Loan Documents, including, but not limited to, the representations and warranties of the Borrower set forth in the Agreement and the Loan Documents and the covenants of the Borrowers set forth in the Agreement, and have made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Borrowers through the reporting periods.

 

3.Representations and Warranties. To the actual knowledge of Borrowers, the representations and warranties of the Borrowers contained in the Agreement and the Loan Documents, as applicable, are true and accurate in all material respects as of the date hereof and were true and accurate in all material respects at all times during the reporting period except as expressly noted on Schedule A hereto.

 

4.Covenants. To the actual knowledge of Borrowers, during the reporting period, the Borrowers observed and performed all of the respective covenants and other agreements under the Agreement and the Loan Documents, and satisfied each of the conditions contained therein to be observed, performed or satisfied by the Borrowers, except as expressly noted on Schedule A hereto.

 

5.No Event of Default. To the actual knowledge of Borrowers, no Event of Default exists as of the date hereof or existed at any time during the reporting period, except as expressly noted on Schedule A hereto.

 

EXHIBIT GPage 2
 

 

IN WITNESS WHEREOF, this Certificate is executed by the undersigned this ____ day of __________, 20____.

 

  MVI HEALTH CENTER, LP, a Delaware limited partnership
     
  By:  
  Name:  
  Title:  
     
  SENTIO LANDLORD HAMMOND, LLC, a Delaware limited liability company
     
  By:  
  Name:  
  Title:  
     
  WILDEWOOD OWNER, LLC, a Delaware limited liability company
     
  By:  
  Name:  
  Title:  
     
  SENTIO LANDLORD SLIDELL, LLC, a Delaware limited liability company
     
  By:                           
  Name:  
  Title:  
     
  GABLES OF HUDSON, LLC, a Delaware limited liability company
     
  By:  
  Name:  
  Title:  

 

EXHIBIT GPage 3
 

 

EXHIBIT H

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

DATE: _________, ___, 2____

 

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of this _____ day of __________, _____, and is made by and between _______ (“Assignor”) and _________ (“Assignee”).

 

PRELIMINARY STATEMENT

 

Assignor is a party to that certain Secured Loan Agreement dated as of ______ __, 2014, (the Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time shall be referred to herein as the “Loan Agreement”), by and among ___________________________________________, _____________________________, _____________________________, and ________________________ (collectively, “Borrowers”), and KeyBank National Association, as a lender and as Administrative Agent [and Lead Arranger] and the lenders named therein (collectively, “Lender”). Pursuant to the Loan Agreement, Lender agreed to make a loan of up to THIRTY-EIGHT MILLION THIRTY-FIVE THOUSAND and NO/100 DOLLARS ($38,035,000.00) (the “Loan”) to Borrowers to finance Project described in the Loan Agreement. Assignee desires to purchase from Assignor an undivided interest in the Loan under the terms and conditions set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

AGREEMENT

 

Assignor and Assignee, in consideration of the matters described in the foregoing Preliminary Statement, which are incorporated herein, and in consideration of the mutual covenants and agreements and provisions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby covenant and agree as follows:

 

1.          Assignment and Assumption. Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an undivided interest in and to the Loan and the Loan Documents and Assignor’s rights and obligations thereunder, which interest shall equal a percentage of _________% and a corresponding Commitment in the maximum amount of $_________, such that after giving effect to this assignment (i) the Assignee shall hold a Percentage of the Loan equal to _____% and a Commitment in the maximum amount of $__________, together with the outstanding rights and obligations under the Loan Agreement and the other Loan Documents in connection with such Commitment, and (ii) Assignor shall hold a Percentage of the Loan equal to ____% and a Commitment in the maximum amount of $__________.

 

2.          Effective Date. The effective date of this Agreement (the “Effective Date”) shall be ___________, ______, which shall be no earlier than three (3) Business Days prior to receipt by the Agent of a fully executed copy of this Agreement. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder, the assumption of such obligations by Assignee inuring to the direct benefit of Borrowers, and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder.

 

3.          Payment Obligations. On the Effective Date the Assignee shall pay to Assignor the outstanding principal balance in respect of the interest purchased hereunder. Accrued and unpaid interest shall be prorated when received from the Borrowers. The Assignee shall advance funds directly to the Agent with respect to all advances and reimbursement payments to be made on or after the Effective Date with respect to the interest assigned hereby. Assignee shall not be entitled to any interest or fees, of any nature, paid by the Borrowers to Assignor pursuant to the Loan Agreement and the other Loan Documents or otherwise owed to Assignor prior to the Effective Date.

 

EXHIBIT HPage 1
 

 

4.          Representations of the Assignor; Limitations on the Assignor’s Liability. The Assignor represents and warrants that (a) it is the legal and beneficial owner of the interest being assigned by it hereunder and (b) that such interest is free and clear of any adverse pledge, security interest, claim or other lien or encumbrance. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor, nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrowers or Guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrowers, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrowers, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loan, or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loan or the Loan Documents. This Section shall survive the assignment of the interest assigned herein.

 

5.          Representations and Covenants of the Assignee. The Assignee (i) confirms that it has received a copy of the Loan Agreement, together with copies of such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, (ii) agrees that it will, independently and without reliance upon Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees for the benefit of Borrowers and the other Lenders that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank, (v) agrees that its payment instructions and notice instructions are as set forth in Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

 

6.          Subsequent Assignments. After the Effective Date, the Assignee shall have the right pursuant to Article 24 of the Loan Agreement to assign the rights which are assigned to the Assignee, provided that any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained.

 

7.          Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

 

8.          Governing Law. This Agreement shall be governed by the internal law, and not the law of conflicts, of the State of _________.

 

9.          Notices. Notices shall be given under this Agreement in the manner set forth in the Loan Agreement.

 

[remainder of page intentionally left blank]

 

EXHIBIT HPage 2
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.

 

ASSIGNOR:  
   
  By:
   
  Name:  
   
  Title:  
   
ASSIGNEE:  
   
  By:
   
  Name:
   
  Title:
   
CONSENTED TO: KEYBANK NATIONAL ASSOCIATION
   
  By:
   
  Name:
   
  Title:

 

[ADD BORROWER CONSENT IF REQUIRED]

 

EXHIBIT HPage 3
 

 

EXHIBIT I

 

Borrowers’ Certificate

 

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44144

Attention: Relationship Manager,
  KeyBank Real Estate Capital, Healthcare

 

Re:Secured Loan Agreement dated as of November _____, 2014 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) and all loan documents related thereto (the “Loan Documents”), between MVI HEALTH CENTER, LP, SENTIO LANDLORD HAMMOND, LLC, WILDEWOOD OWNER, LLC, SENTIO LANDLORD SLIDELL, LLC, and GABLES OF HUDSON, LLC (collectively “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as administrative agent for the benefit of the lenders, and the Lenders.

 

1.Pursuant to the Loan Agreement, Borrowers hereby requests a loan advance. We acknowledge that this amount is subject to inspection, verification, and available funds.

 

Funding Instructions: _________________________________

 

2.This Borrowers’ Certificate is to be utilized only in satisfaction of costs and charges with respect to the applicable Project and Improvements thereon as shown on the closing statement attached hereto.

 

3.The Borrowers certify and agree that:

 

(a)They have complied with all duties and obligations required to date to be carried out and performed by it pursuant to the terms of the Loan Agreement;

 

(b)No Event of Default as defined in the Loan Agreement has occurred and is continuing and;

 

(c)All funds previously disbursed have been used for the purposes as set forth in the Agreement;

 

(d)All representations and warranties contained in the Loan Agreement are true and correct as of the date hereof.

 

(e)The undersigned understands that this certification is made for the purpose of inducing Lender to make an advance to Borrowers and that, in making such advance, Lenders will rely upon the accuracy of the matters stated in this certificate.

 

4.Disbursement of the loan proceeds hereby requested are subject to the receipt by Agent of a commitment from the title company to issue a mortgagee’s policy of title insurance insuring the applicable Mortgage.

 

5.The terms used in this Borrowers’ Certificate have the same meaning and definitions as those set forth in the Agreement.

 

EXHIBIT IPage 1
 

 

6.The Borrowers, or authorized signer, certifies that the statements made in this Borrowers’ Certificate and any documents submitted herewith and identified herein are true and has duly caused this Borrowers’ Certificate to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DATE:    
   
  BORROWERS:
   
  MVI HEALTH CENTER, LP, a Delaware limited partnership
   
  By:                           
  Name:  
  Title:  
   
  SENTIO LANDLORD HAMMOND, LLC, a Delaware limited liability company
   
  By:  
  Name:  
  Title:  
   
  WILDEWOOD OWNER, LLC, a Delaware limited liability company
   
  By:  
  Name:  
  Title:  
   
  SENTIO LANDLORD SLIDELL, LLC, a Delaware limited liability company
   
  By:  
  Name:  
  Title:  
   
  GABLES OF HUDSON, LLC, a Delaware limited liability company
   
  By:  
  Name:  
  Title:  

 

EXHIBIT IPage 2
 

 

SCHEDULE i

 

Environmental Documents

 

SCHEDULEPage 1
 

 

SCHEDULE Ii

 

Debt Service Coverage Requirements for each Project

 

    Wildewood   Slidell   Hammond   Hudson
Test Date                
                 
03/31/2014   N/A   0.75 to 1.00   1.00 to 1.00   N/A
                 
06/30/2015   N/A   0.75 to 1.00   1.25 to 1.00   N/A
                 
09/30/2015   N/A   1.00 to 1.00   1.25 to 1.00   0.50 to 1.00
                 
12/31/2015   0.50 to 1.00   1.25 to 1.00   1.40 to 1.00   0.75 to 1.00
                 
03/31/2016   0.75 to 1.00   1.25 to 1.00   1.40 to 1.00   1.00 to 1.00
                 
06/30/2016   1.00 to 1.00   1.40 to 1.00   1.40 to 1.00   1.25 to 1.00
                 
09/30/2016   1.25 to 1.00   1.40 to 1.00   1.40 to 1.00   1.40 to 1.40
                 
12/31/2016 and                
all times thereafter   1.40 to 1.00   1.40 to 1.00   1.40 to 1.40   1.40 to 1.40

 

SCHEDULEPage 2

 

 EX-10.18 7 v403036_ex10-18.htm EXHIBIT 10.18

 

Exhibit 10.18

 

PROMISSORY NOTE

 

U.S. $38,035,000.00 As of November 14, 2014

 

FOR VALUE RECEIVED, each of the undersigned, having an address at 189 South Orange Avenue, Suite 170, Orlando, Florida 32801 (such entities collectively referred to herein as “Maker”), hereby promises, on a joint and several basis, to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Payee”), having an address at 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144, the principal sum of Thirty-Eight Million Thirty-Five Thousand and No/100 Dollars ($38,035,000.00) or so much thereof as may be advanced from time to time, and interest from the date hereof on the balance of principal from time to time outstanding, in United States currency, at the rates and at the times hereinafter described.

 

This Note is issued by Maker pursuant to that certain Secured Loan Agreement of even date herewith (the “Loan Agreement”) entered into among Maker, Payee, individually and as administrative agent for itself and certain other lenders from time to time a party thereto (collectively, the “Lenders”), and the other Lenders. This Note evidences the Loan (as defined in the Loan Agreement). Payment of this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express reference as if fully set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

 

1.          Interest. The principal amount hereof outstanding from time to time shall bear interest until paid in full at the Applicable Rate.

 

2.          Monthly Payments. Interest only shall be payable in arrears on the tenth (10th) day of each calendar month after the date hereof up to and including the Final Maturity Date in the amount of all interest accrued during the immediately preceding calendar month. In addition to, and not in lieu of, each monthly interest payment required hereunder, commencing on Dovember 10, 2017, and continuing on the tenth (10th) day of each successive month thereafter until the Extended Maturity Date, principal under this Note shall be due payable in monthly installments. Each such installment shall be in an amount sufficient to fully amortize the Loan on a thirty (30) year amortization schedule at per annum interest rate of six and one-half percent (6.5%). All payments on account of the indebtedness evidenced by this Note shall be made to Payee not later than 1:00 p.m. Cleveland, Ohio time on the day when due in lawful money of the United States and shall be first applied to late charges, costs of collection or enforcement and other similar amounts due, if any, under this Note and any of the other Loan Documents, then to interest due and payable hereunder and the remainder to principal due and payable hereunder.

 

3.          Final Maturity Date. The indebtedness evidenced hereby shall mature on the Final Maturity Date. On the Final Maturity Date, the entire outstanding principal balance hereof, together with accrued and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid, become due and payable.

 

PROMISSORY NOTEPage 1
 

 

4. General Provisions.

 

(a)          Regardless of whether an Adjusted LIBOR Rate would otherwise then be in effect, in the event (i) the principal balance hereof is not paid when due whether by acceleration or upon the Final Maturity Date or (ii) an Event of Default exists, then the principal balance hereof shall bear interest from and after at the Default Rate. In addition, for any installment (exclusive of the payment due upon the Final Maturity Date) which is not paid within ten (10) days of the date when due a late charge as set forth in the Loan Agreement shall be also due and payable.

 

(b)          Maker shall have no right to prepay this Note except as set forth in Section 4.4 of the Loan Agreement.

 

(c)          Maker agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq.

 

(d)          The parties hereto intend and believe that each provision in this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Note is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Note to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Maker and the holder or holders hereof under the remainder of this Note shall continue in full force and effect. All agreements herein are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to the holders hereof for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances whatsoever, the fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity and if from any circumstance the holder hereof shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest.

 

(e)          This Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to the benefit of Payee, together with its successors and assigns, including each owner and holder from time to time of this Note.

 

(f)          Time is of the essence as to all dates set forth herein.

 

(g)          Maker agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Payee; and Maker consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to any substitution, exchange or release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any makers, endorsers, guarantors, or sureties, all whether primarily or secondarily liable, without notice to Maker and without affecting its liability hereunder.

 

PROMISSORY NOTEPage 2
 

 

(h)          Maker hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against the enforcement and collection of the obligations evidenced by this Note.

 

(i)          If this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting to collect this Note, including all reasonable attorneys’ fees and disbursements.

 

(j)          All parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State. Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.

 

(k)          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

Maker has delivered this Note as of the day and year first set forth above.

 

Signature Page Follows

 

PROMISSORY NOTEPage 3
 

 

  MAKER:
     
  MVI Health Center, LP, a Delaware limited partnership
     
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Title: Authorized Signatory
     
  Sentio Landlord Hammond, LLC, a Delaware limited liability company
     
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Title: Authorized Signatory
     
  Wildewood Owner, LLC, a Delaware limited liability company
     
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Title: Authorized Signatory
     
  Sentio Landlord Slidell, LLC, a Delaware limited liability company
     
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Title: Authorized Signatory
     
  Gables of Hudson, LLC, a Delaware limited liability company
     
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Title: Authorized Signatory

 

PROMISSORY NOTEPage 4

 

 EX-10.19 8 v403036_ex10-19.htm EXHIBIT 10.19

 

Exhibit 10.19

 

GUARANTY AGREEMENT

 

THIS GUARANTY AGREEMENT (“Guaranty”) made as of November 14, 2014, by SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the benefit of the Lenders, its successors and assigns (“Agent”).

 

RECITALS

 

A.           On or about the date hereof, MVI HEALTH CENTER LP, a Delaware limited partnership (“Mesa Vista”), SENTIO LANDLORD HAMMOND, LLC, a Delaware limited liability company (“Hammond”), WILDEWOOD OWNER, LLC, a Delaware limited liability company (“Wildewood”), SENTIO LANDLORD SLIDELL, LLC a Delaware limited liability company (“Slidell”), and GABLES OF HUDSON, LLC, a Delaware limited liability company (“Hudson”) (Mesa Vista, Hammond, Wildewood, Slidell, and Hudson being collectively referred to as “Borrowers”), Agent and the Lenders entered into that certain Secured Loan Agreement (“Loan Agreement”) whereby the Lenders agreed to make a secured term loan (the “Loan”) available to Borrowers in the maximum aggregate amount at any time outstanding not to exceed the sum of Thirty-Eight Million Thirty-Five Thousand and No/100 Dollars ($38,035,000.00), for the acquisition of the Projects.

 

B.           In connection with the Loan, Borrowers have executed and delivered one or more promissory notes (collectively, the “Notes”), of even date herewith and payable to the order of the Lenders in the aggregate amount of $38,035,000.00, payment of which is secured by (i) the Mortgages and (ii) the other Loan Documents.

 

C.           Guarantor will derive financial benefit from the Loan evidenced and secured by the Notes, the Mortgages and the other Loan Documents.

 

D.           The Lenders have relied on the statements and agreements contained herein in agreeing to make the Loan. The execution and delivery of this Guaranty by Guarantor is a condition precedent to the making of the Loan by the Lenders.

 

E.           Initially capitalized terms used and not otherwise defined herein shall have the meanings respectively ascribed to them in the Loan Agreement.

 

AGREEMENTS

 

NOW, THEREFORE, intending to be legally bound, Guarantor, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, hereby covenants and agrees with Agent for the benefit of the Lenders and their respective successors, indorsees, transferees, participants and assigns as follows:

 

GUARANTY AGREEMENTPage 1
 

 

1.          Guarantor absolutely, unconditionally and irrevocably guarantees to Lender:

 

(a)          the full and prompt payment of the principal of and interest on the Note when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter;

 

(b)          the full and prompt payment of any Enforcement Costs (as hereinafter defined in Section 10 hereof);

 

(c)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection with the misapplication or conversion of any tenant security deposits, insurance proceeds, condemnation awards, or any proceeds from the sale of a portion of any Project received by any Borrower and not delivered over to Agent or used to restore the Project in accordance with the terms of the Loan Agreement;

 

(d)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out or on account of or based upon any fraud or willful misrepresentation of a material fact by any Borrower or Guarantor in any document executed or presented to Agent or any Lender in connection with the Loan;

 

(e)          any amount(s) necessary to repair or replace any damage to or destruction of any Project which is the result of willful misconduct or gross negligence on the part of any Borrower including, without limitation, waste, any act of arson or malicious destruction by any Borrower;

 

(f)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon the failure to maintain insurance as required by the Loan Documents or the failure to timely pay insurance premiums for any such required insurance for any Project;

 

(g)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon the failure to timely pay any valid real estate taxes for any Project which could create liens on any portion of any Project which would be superior to the lien or security title of the applicable Mortgage or the other Loan Documents, to the full extent of the amount claimed by any such lien claimant, except to the extent such loss results from Lenders failure to pay any valid real estate taxes for any Project;

 

(h)          the aggregate amount outstanding under the Loan Documents upon any Borrower (i) making a general assignment for the benefit of its creditors; (ii) filing a petition, answer or consent seeking, or having entered against it an order for relief (or any similar remedy) under any provision of Title 11 of the United States Code or any other federal, state or foreign Law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, or consent to the institution of any proceedings thereunder; (iii) convening a meeting of its creditors, or any class thereof, for the purpose of effecting a moratorium upon or extension or composition of its debts; (iv) admitting in writing that it is generally not able to pay its debts as they mature; or (v) applying for a consent to the appointment of a receiver, trustee, custodian, liquidator or other similar official of all or a portion of its assets; and

 

GUARANTY AGREEMENTPage 2
 

 

(i)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection with a distribution by any Borrower of Monthly Excess Cash Flow in violation of the provisions of the Loan Documents.

 

All amounts due, debts, liabilities and payment obligations described in subsections (a) – (i) of this Section 1 shall be hereinafter collectively referred to as the “Guaranteed Indebtedness.”

 

2.          In the event of any default by Borrowers in the payment of the Guaranteed Indebtedness, after the expiration of any applicable cure or grace period, Guarantor agrees, on demand by Agent or the holder of any Note, to pay the Guaranteed Indebtedness regardless of any defense, right of set-off or claims which any Borrower or Guarantor may have against Agent or any Lender or the holder of any Note. Notwithstanding the foregoing or anything else in this Guaranty to the contrary, Agent agrees that Guarantor’s liability solely with respect to the amounts described in subsection (a) of Section 1 of this Guaranty shall be limited to thirty-five percent (35%) the aggregate outstanding principal balance under the Notes and all accrued but unpaid interest thereon. For the avoidance of doubt, Guarantor shall be fully liable for all other amounts described in subsections (b) through (i) of Section 1 of this Guaranty until the payment in full of the Guaranteed Indebtedness.

 

3.          All of the remedies set forth herein and/or provided for in any of the Loan Documents or at law or equity shall be equally available to Agent and the Lenders, and the choice by Agent or the Lenders of one such alternative over another shall not be subject to question or challenge by Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, or failure to mitigate damages in any action, proceeding, or counteraction by Agent to recover or seeking any other remedy under this Guaranty, nor shall such choice preclude Agent from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies provided herein in part because they recognize that the choice of remedies in the event of a default hereunder will necessarily be and should properly be a matter of good faith business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by Agent and the Lenders at the lowest cost to Borrowers and/or Guarantor. It is the intention of the parties that such good faith choice by Agent or any Lender be given conclusive effect regardless of such subsequent developments.

 

GUARANTY AGREEMENTPage 3
 

 

4.          Guarantor does hereby (a) waive notice of acceptance of this Guaranty by Agent and the Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (b) agree to refrain from asserting, until after repayment in full of the Loan, any defense, right of set-off or other claim which such Guarantor may have against any Borrower, (c) waive any defense, right of set-off or other claim which any Borrower or Guarantor may have against any Agent, any Lender, or the holder of any Note, (d) waive any and all rights such Guarantor may have under any anti-deficiency statute or other similar protections, (e) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge such Guarantor with liability, and (f) waive any failure by Agent or any Lender to inform such Guarantor of any facts Agent or any Lender may now or hereafter know about any Borrower, any Project, the Loan, or the transactions contemplated by the Loan Agreement, it being understood and agreed that neither Agent nor any Lender has any duty so to inform and that such Guarantor is fully responsible for being and remaining informed by Borrowers of all circumstances bearing on the risk of nonperformance of any Borrower’s obligations. Credit may be granted or continued from time to time by the Lenders to any Borrower without notice to or authorization from Guarantor, regardless of the financial or other condition of such Borrower at the time of any such grant or continuation. Neither Agent nor any Lender shall have any obligation to disclose or discuss with Guarantor its assessment of the financial condition of such Borrower. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or any Lender. No modification or waiver of any of the provisions of this Guaranty shall be binding upon Agent or any Lender except as expressly set forth in a writing duly signed and delivered by Agent on behalf of the Lenders.

 

5.          Guarantor further agrees that Guarantor’s liability as guarantor shall in not be impaired or affected by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of such Guarantor of the time for payment of interest or principal under the Notes or by any forbearance or delay in collecting interest or principal under the Notes, or by any waiver by Agent or any Lender under the Loan Agreement, any Mortgage or any other Loan Documents, or by Agent’s or any Lender’s failure or election not to pursue any other remedies it may have against any Borrower or Guarantor, or by any change or modification in any Note, the Loan Agreement, any Mortgage or any other Loan Document, or by the acceptance by Agent or any Lender of any additional security or any increase, substitution or change therein, or by the release by Agent or any Lender of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Guaranteed Indebtedness even though Agent or any Lender might lawfully have elected to apply such payments to any part or all of the Guaranteed Indebtedness, it being the intent hereof that, subject to Agent’s and the Lenders’ compliance with the terms of this Guaranty, Guarantor shall remain liable for the payment of the Guaranteed Indebtedness, until the Guaranteed Indebtedness has been paid in full, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge of a surety. Guarantor further understands and agrees that Agent and the Lenders may at any time enter into agreements with Borrowers to amend and modify the Notes, the Loan Agreement, the Mortgages or other Loan Documents, and may waive or release any provision or provisions of the Notes, the Loan Agreement, the Mortgages and other Loan Documents or any thereof, and, with reference to such instruments, may make and enter into any such agreement or agreements as Agent, the Lenders and Borrowers may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Agent’s or Lenders’ rights hereunder or Guarantor’s obligations hereunder.

 

GUARANTY AGREEMENTPage 4
 

 

6.          This is an absolute, present and continuing guaranty of payment and not of collection. Guarantor agrees that this Guaranty may be enforced by Agent on behalf of the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Notes, the Loan Agreement, any Mortgage or any of the other Loan Documents through foreclosure or sale proceedings, as the case may be, under any Mortgage or otherwise, or resorting to any other guaranties, and Guarantor hereby waives any right to require Agent or any Lender to join any Borrower in any action brought hereunder or to commence any action against or obtain any judgment against any Borrower or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall prevent Agent on behalf of the Lenders from pursuing concurrently or successively all rights and remedies available to it at law and/or in equity or under the Notes, the Loan Agreement, any Mortgage or any other Loan Documents, and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of Guarantor’s obligations hereunder, it being the purpose and intent of such Guarantor that the obligations of such Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of any Borrower under the Notes, the Loan Agreement, any Mortgage or other Loan Documents or by reason of the bankruptcy of any Borrower or by reason of any creditor or bankruptcy proceeding instituted by or against any Borrower. This Guaranty shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to the Notes, the Loan Agreement, any Mortgage or any other Loan Document is rescinded or otherwise required to be returned by Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payment to Agent or such Lender had not been made, regardless of whether Agent or such Lender contested the order requiring the return of such payment. In the event of the foreclosure of the Mortgage and of a deficiency, Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrowers would not be allowed by applicable law; however, the foregoing shall not be deemed to require that Agent on behalf of the Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other collateral or security prior to or concurrently with enforcing this Guaranty.

 

7.          Guarantor hereby covenants as follows:

 

(a)          Guarantor shall maintain a Tangible Net Worth (as defined below) of not less than the sum of (1) Seventy-Five Million and No/100 Dollars ($75,000,000.00), plus (2) 75% of net equity capital proceeds raised after the date hereof; and

 

(b)          Guarantor shall maintain a minimum of Five Million and No/100 Dollars ($5,000,000.00) in Cash and Cash Equivalents (as defined below) and Marketable Securities (as defined below).

 

GUARANTY AGREEMENTPage 5
 

 

“Cash and Cash Equivalents” shall mean (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of the Rating Agencies (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be acceptable to Lender) and not listed for possible down-grade in Credit Watch published by Standard & Poor’s; (iii) commercial paper, other than commercial paper issued by any Borrower or any of its affiliates, maturing no more than ninety (90) days after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 or P-1 from either Standard & Poor’s or Moody’s (or, if at any time neither Standard & Poor’s nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as may be acceptable to Agent); and (iv) domestic and Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within ninety (90) days after the date of acquisition thereof, overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments issued, in each case, by (A) any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital and surplus of not less than Two Hundred Fifty Million Dollars ($250,000,000) or (B) Agent.

 

“Marketable Securities” shall mean securities regularly traded, and currently listed, on a nationally recognized exchange.

 

“Tangible Net Worth” means, as of a given date, all amounts that would be included under net assets (the result of total assets minus total liabilities) on the consolidated statement of net assets of Guarantor and its consolidated subsidiaries at such date, determined pursuant to the fair value basis of accounting in conformity with GAAP.

 

8.          Guarantor agrees to deliver to Lender on an annual basis within one hundred-twenty (120) days after each December 31, the audited financial statements of Guarantor along with a covenant compliance certificate in the form attached hereto as Exhibit A certified by an authorized officer of Guarantor. Guarantor agrees that the failure to furnish such financial statements shall constitute a default subject to the notice and cure provisions set forth in Section 14.1(a)(ii) of the Loan Agreement.

 

9.          In the event any Lender or any holder of any Note shall assign any Note to any lender or other entity to secure a loan from such lender or other entity to any Lender or such holder for an amount not in excess of the amount which will be due, from time to time, from Borrowers to any Lender under such Note with interest not in excess of the rate of interest which is payable by Borrowers under such Note, Guarantor will accord full recognition thereto and agree that all rights and remedies of such Lender or such holder hereunder shall be enforceable against such Guarantor by such lender or other entity with the same force and effect and to the same extent as would have been enforceable by such lender or such holder but for such assignment; provided, however, that unless Agent shall otherwise consent in writing, Agent shall have an unimpaired right, prior and superior to that of its assignee or transferee, to enforce this Guaranty for Lender’s benefit to the extent any portion of the Guaranteed Indebtedness or any interest therein is not assigned or transferred.

 

GUARANTY AGREEMENTPage 6
 

 

10.         If: (a) this Guaranty is placed in the hands of an attorney for collection or is collected through any legal proceeding; (b) an attorney is retained to represent Agent or any Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Guaranty; (c) an attorney is retained to provide advice to Agent or any Lender or other representative of Agent or any other Lender in any proceedings whatsoever in connection with this Guaranty and Agent or such Lender prevails in such proceedings, then Guarantor shall pay to Agent or such Lender upon demand all reasonable attorney’s fees, costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder, regardless of whether all or a portion of such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as well as the other Loan Documents.

 

11.         The parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Agent and the Lenders under the remainder of this Guaranty shall continue in full force and effect.

 

12.         TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY AGENT. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”), AGENT (BY ITS ACCEPTANCE HEREOF) AND GUARANTOR IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF NEW YORK AND STATE OF NEW YORK, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS GUARANTY SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. AGENT AND GUARANTOR FURTHER AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY NEW YORK STATE OR UNITED STATES COURT SITTING IN THE CITY OF NEW YORK AND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

 

GUARANTY AGREEMENTPage 7
 

 

13.         Any indebtedness of any Borrower to Guarantor now or hereafter existing is hereby subordinated to the payment of the Guaranteed Indebtedness. Guarantor agrees that, until the entire Guaranteed Indebtedness has been paid in full, no Guarantor will seek, accept, or retain for its own account, any payment from such Borrower on account of such subordinated debt. Any payments to Guarantor on account of such subordinated debt shall be collected and received by Guarantor in trust for the Lenders and shall be paid over to Agent for the benefit of the Lenders on account of the Guaranteed Indebtedness without impairing or releasing the obligations of Guarantor hereunder.

 

14.         Any amounts received by the Lenders from any source on account of the Loan may be utilized by the Lenders for the payment of the Guaranteed Indebtedness and any other obligations of any Borrower to the Lenders in such order as the Lenders may from time to time elect. Additionally, if the Guaranteed Indebtedness guaranteed hereby is less than the full indebtedness evidenced by the Notes, all rents, proceeds and avails of each Project, including proceeds of realization of the Lenders’ collateral, shall be deemed applied on the Guaranteed Indebtedness of Borrowers to the Lenders that is not guaranteed by Guarantor until such unguaranteed indebtedness of Borrowers to the Lenders has been fully repaid before being applied upon the Guaranteed Indebtedness guaranteed by Guarantor.

 

15.         GUARANTOR AND AGENT (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

 

16.         Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

 

  c/o Sentio Healthcare Properties, Inc.
Guarantor: 189 South Orange Avenue, Suite 1700
  Orlando, Florida 32801
  Attention: John Mark Ramsey  
  Attention: Kevin Thomas  
  Attention: Sharon Kaiser  
  Telephone: (407) 999 - 7679  
  Facsimile: (407) 999 – 5210  

 

GUARANTY AGREEMENTPage 8
 

 

With a copy to: Foley & Lardner LLP
  111 North Orange Avenue, Suite 1800
  Orlando, Florida 32801
  Attention: Michael A. Okaty, Esq.  
  Telephone: (407) 244 – 3229  
  Facsimile: (407) 648 - 1743  
       
     
Agent: KeyBank National Association  
  Mailcode: OH-01-51-0311  
  4910 Tiedeman Road, 3rd Floor  
  Brooklyn, Ohio 44144  
  Attention: Amy L. MacLearie, KREC Commercial Loan Closer-  
    Assistant Vice President  
  Telephone: (216) 813-6935  
  Facsimile: (216) 357-6383  
     
With a copy to: Alfred G. Kyle, Esq.  
  Bracewell & Giuliani LLP  
  1445 Ross Avenue, Suite 3800  
  Dallas, Texas 75202  
  Telephone: (214) 758-1660  
  Facsimile: (214) 758-8360  

 

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

 

17.         In order to induce the Lenders to make the Loan, Guarantor makes the following representations and warranties to the Agent for the benefit of the Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, the Lenders would not have agreed to make the Loan:

 

(a)          Guarantor is duly formed, validly existing, and in good standing in its state of organization and has qualified to do business and is in good standing in any state in which it is necessary in the conduct of its business;

 

(b)          Guarantor maintains an office at the address set forth for such party in Section 16;

 

(c)          Any and all balance sheets, net worth statements, and other financial data with respect to Guarantor which have heretofore been given to Agent or any Lender by or on behalf of Guarantor fairly and accurately present the financial condition of Guarantor in all material respects as of the respective dates thereof;

 

GUARANTY AGREEMENTPage 9
 

(d)          The execution, delivery, and performance by Guarantor of this Guaranty does not and will not contravene or conflict with (i) any Laws, order, rule, regulation, writ, injunction or decree now in effect of any Government Authority, or court having jurisdiction over Guarantor, (ii) any contractual restriction binding on or affecting Guarantor or Guarantor’s property or assets which may adversely affect Guarantor’s ability to fulfill its obligations under this Guaranty, (iii) the instruments creating any trust holding title to any assets included in Guarantor’s financial statements, or (iv) the organizational documents of Guarantor;

 

(e)          This Guaranty creates legal, valid, and binding obligations of Guarantor enforceable in accordance with its terms;

 

(f)          there is no action, proceeding, or investigation pending or, to the knowledge of Guarantor, threatened or affecting Guarantor, which may adversely affect Guarantor’s ability to fulfill its material obligations under this Guaranty. There are no judgments or orders for the payment of money rendered against Guarantor for an amount in excess of $100,000 which have been undischarged for a period of ten (10) or more consecutive days or the enforcement of which is not stayed by reason of a pending appeal or otherwise. Guarantor is not in default under any agreements which may adversely affect Guarantor’s ability to fulfill its obligations under this Guaranty; and

 

(g)          All statements set forth in the Recitals are true and correct.

 

All of the foregoing representations and warranties shall be deemed remade on the date of the first disbursement of Loan proceeds, on the date of each advance of Loan proceeds, and upon any extension of the Loan pursuant to the Loan Agreement. Guarantor hereby agrees to indemnify and hold Agent and each Lender free and harmless from and against all loss, cost, liability, damage, and expense, including reasonable attorney’s fees and costs, which Agent or any Lender may sustain by reason of the inaccuracy or breach of any of the foregoing representations and warranties as of the date the foregoing representations and warranties are made and are remade.

 

18.         Guarantor shall deliver or cause to be delivered to Agent all of the applicable financial statements to be delivered in accordance with the terms of the Loan Agreement.

 

19.         This Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Guarantor.

 

20.         This Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

 

21.         The Lenders shall be entitled to honor any request for Loan proceeds made by Borrowers and shall have no obligation to see to the proper disposition of such advances. Guarantor agrees that its obligations hereunder shall not be released or affected by reason of any improper disposition by Borrowers of such Loan proceeds.

 

22.         This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

 

GUARANTY AGREEMENTPage 10
 

 

IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of Ohio as of the date first written above.

 

  GUARANTOR:
   
  SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation
   
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Title: Authorized Signatory

 

GUARANTY AGREEMENTPage 11

 EX-10.20 9 v403036_ex10-20.htm EXHIBIT 10.20

 

Exhibit 10.20

 

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

 

DEED OF TRUST
ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING

 

made by

 

MVI HEALTH CENTER, LP

as Grantor

 

to

 

DEBORAH NEWMAN

as Trustee

 

for the benefit of

 

KEYBANK NATIONAL ASSOCIATION,

as Agent on behalf of the Lenders,

 

as Beneficiary

 

 

 

Dated as of: November 14, 2014

 

PREPARED BY AND UPON RECORDATION RETURN TO:

Bracewell & Giuliani LLP

1445 Ross Avenue, Suite 3800

Dallas, Texas 75202-2711

Attention: Alfred G. Kyle, Esq.

Telephone: (214) 758-1660 

 

 
 

 

Table of Contents

 

    Page
     
1. Grant and Secured Obligations. 1
       
  1.1 Grant 1
       
  1.2 Secured Obligations 3
       
2. Assignment of Rents. 4
       
  2.1 Assignment 4
       
  2.2 Grant of License 4
       
  2.3 Collection and Application of Rents 5
       
  2.4 Beneficiary Not Responsible 5
       
  2.5 Leasing 6
       
  2.6 Texas Assignment of Rents Act 6
       
3. Grant of Security Interest. 6
       
  3.1 Security Agreement 6
       
  3.2 Financing Statements 6
       
4. Fixture Filing. 6
     
5. Rights and Duties of the Parties. 6
       
  5.1 Representations and Warranties 6
       
  5.2 Taxes and Assessments 7
       
  5.3 Performance of Secured Obligations 7
       
  5.4 Liens, Charges and Encumbrances 7
       
  5.5 Damages and Insurance and Condemnation Proceeds 7
       
  5.6 Maintenance and Preservation of Property 7
       
  5.7 Releases, Extensions, Modifications and Additional Security 8
       
  5.8 Release 9
       
  5.9 Compensation, Exculpation, Indemnification 9
       
  5.10 Defense and Notice of Claims and Actions 11
       
  5.11 Subrogation 11
       
  5.12 Site Visits, Observation and Testing 11
       
  5.13 Notice of Change 11
       
6. Accelerating Transfers, Default and Remedies. 11
       
  6.1 Accelerating Transfers 11

 

-i-
 

 

Table of Contents

(continued)

 

      Page
       
  6.2 Events of Default 12
       
  6.3 Remedies 12
       
  6.4 Credit Bids 17
       
  6.5 Application of Foreclosure Sale Proceeds 17
       
  6.6 Application of Rents and Other Sums 18
       
7. The Trustee. 18
       
  7.1 Certain Rights 18
       
  7.2 Retention of Money 18
       
  7.3 Successor Trustees 19
       
  7.4 Perfection of Appointment 19
       
  7.5 Succession Instruments 19
       
8. Miscellaneous Provisions. 19
       
  8.1 Additional Provisions 19
       
  8.2 No Waiver or Cure 20
       
  8.3 Powers of Beneficiary 21
       
  8.4 Merger 21
       
  8.5 Joint and Several Liability 21
       
  8.6 Applicable Law 21
       
  8.7 Successors in Interest 21
       
  8.8 Interpretation 21
       
  8.9 Waiver of Statutory Rights 22
       
  8.10 Severability 22
       
  8.11 Notices 22
       
  8.12 Future Advances 23
       
  8.13 Beneficiary’s Lien for Service Charge and Expenses 24
       
  8.14 WAIVER OF TRIAL BY JURY 24
       
  8.15 Inconsistencies 24
       
  8.16 Controlling Agreement 24

 

-ii-
 

 

DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING

Project Commonly Known As
“Mesa Vista Inn Health Center”

 

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of September 11, 2014, by MVI HEALTH CENTER, LP, a Delaware limited partnership (“Grantor”), whose address is 189 South Orange Avenue, Suite 170, Orlando, Florida 32801, in favor of DEBORAH NEWMAN, an individual (“Trustee”), whose business address is Preston Commons East Tower, Suite 800, 8117 Preston Road, Dallas, Texas 75225, for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns, as administrative agent for the benefit of the Lenders (“Beneficiary”), whose address is 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144.

 

1.           Grant and Secured Obligations.

 

1.1         Grant. For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2 below, Grantor hereby irrevocably and unconditionally grants, bargains, sells, conveys, mortgages and warrants to Trustee, its successors and assigns, for the benefit of the Beneficiary, its successors and assigns, with power of sale and with right of entry and possession, all estate, right, title and interest which Grantor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may require, the “Property”):

 

(a)          the real estate situated in Travis County, Texas, which is more particularly described in Exhibit A attached hereto and made a part hereof for all purposes the same as if set forth herein verbatim, together with all right, title and interest of Grantor in and to (i) all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, air rights, development rights, interests on estates or other claims in law or equity, existing or proposed, abutting, adjacent, used in connection with, derived from or pertaining to the real property or the Improvements (as hereinafter defined); (ii) any strips or gores between the real property and abutting or adjacent properties; and (iii) all water and water rights, timber, crops and mineral interests pertaining to the real property (such real estate and other rights, titles and interests being hereinafter sometimes called the “Land”);

 

(b)          all buildings, structures and other improvements (such buildings, structures and other improvements being hereinafter sometimes called the “Improvements”) now or hereafter situated on the Land;

 

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(c)          all fixtures, equipment, systems, machinery, furniture, furnishings, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing, including, but without limiting the foregoing, any and all fixtures, equipment, machinery, systems, facilities and apparatus for heating, ventilating, air conditioning, refrigerating, plumbing, sewer, lighting, generating, cleaning, storage, incinerating, waste disposal, sprinkler, fire extinguishing, communications, transportation (of people or things, including, but not limited to, stairways, elevators, escalators and conveyors), data processing, security and alarm, laundry, food or drink preparation, storage or serving, gas, electrical and electronic, water, and recreational uses or purposes; all tanks, pipes, wiring, conduits, ducts, doors, partitions, rugs and other floor coverings, wall coverings, windows, drapes, window screens and shades, awnings, fans, motors, engines and boilers, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements; and decorative items and art objects (all of which are herein sometimes referred to together, as the “Accessories”) which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements;

 

(d)          all right, title and interest of Grantor in and to all (i) plans and specifications for the Improvements; (ii) contracts relating to the Land, or the Improvements or the Accessories or any part thereof; (iii) deposits, (including, but not limited to, Grantor’s rights in tenants’ security deposits, deposits with respect to utility services to the Land, or the Improvements or the Accessories or any part thereof, and any deposits or reserves hereunder or under any other Loan Document (as hereinafter defined) for taxes, insurance or otherwise, funds, accounts, contract rights, instruments, documents, commitments, general intangibles (including, but not limited to, trademarks, trade names and symbols), notes and chattel paper used in connection with or arising from or by virtue of any transactions related to the Land, or the Improvements or the Accessories or any part thereof; (iv) permits, licenses, franchises, certificates and other rights and privileges obtained in connection with the Land, or the Improvements or the Accessories or any part thereof; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Land, the Improvements and the Accessories, subject to the provisions of Section 2 hereof; and (vi) other properties, rights, titles and interests, if any, specified in any Section or any Article of this Deed of Trust as being part of the Property; and

 

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(e)          all right, title and interest of Grantor in and to all (i) proceeds of or arising from the properties, rights, titles and interests referred to above in paragraphs (a), (b), (c) and (d), including, but not limited to, proceeds of any sale, lease or other disposition thereof, proceeds of each policy of insurance relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto by eminent domain or sale in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto whether caused by such a taking (including change of grade of streets, curb cuts or other rights of access) or otherwise caused; and (ii) other interests of every kind and character, and proceeds thereof, which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in paragraphs (a), (b), (c) and (d) and all property used or useful in connection therewith, including, but not limited to, remainders, reversions and reversionary rights or interests. In the event the estate of Grantor in and to any of the Property is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other further or additional title, estates, interest or rights which may exist now or at any time be acquired by Grantor in or to the property demised under the lease creating such leasehold estate and including Grantor’s rights, if any, to the property demised under such lease and, if fee simple title to any of such property shall ever become vested in Grantor such fee simple interest shall be encumbered by this Deed of Trust in the same manner as if Grantor had fee simple title to said property as of the date of execution hereof.

 

TO HAVE AND TO HOLD the Property, unto Trustee and Trustee’s successors, substitutes or assigns, in trust and for the uses and purposes herein set forth, forever, together with all rights, privileges, hereditaments and appurtenances in anywise appertaining or belonging thereto, subject only to the Permitted Exceptions (herein so called) listed on Exhibit B attached hereto (to the extent that the same are valid, subsisting and affect the Property), and Grantor, for Grantor and Grantor’s successors, hereby agrees to generally warrant and forever defend, all and singular, the Property unto Trustee and trustee’s successors or substitutes in this trust against the claim or claims of all persons claiming or to claim the same or any part thereof, subject, however, as aforesaid.

 

Capitalized terms used above and elsewhere in this Deed of Trust without definition have the meanings given them in the Loan Agreement referred to in Subsection 1.2(a)(iii) below.

 

1.2         Secured Obligations.

 

(a)          Grantor makes the grant, conveyance, and mortgage set forth in Section 1.1 above, and grants the security interest set forth in Section 3 below for the purpose of securing the following obligations (each a “Secured Obligation” and collectively the “Secured Obligations”) in any order of priority that Beneficiary may choose:

 

(i)          Payment of all obligations at any time owing under one or more promissory notes (the “Note”) executed in connection with the Loan Agreement and payable by Borrowers (of which Grantor is one), as maker, in the aggregate principal amount of Thirty-Eight Million Thirty-Five Thousand and No/100 Dollars ($38,035,000.00); and

 

(ii)         Payment and performance of all obligations of Grantor under this Deed of Trust; and

 

(iii)        Payment and performance of all obligations of Borrowers under a Secured Loan Agreement bearing even date herewith among Borrowers as “Borrowers” and Beneficiary and the Lenders (the “Loan Agreement”); and

 

DEED OF TRUSTPage 3
 

 

(iv)         Payment and performance of any obligations of Borrowers under any Loan Documents which are executed by Borrowers; and

 

(v)          Payment and performance of all obligations of Grantor arising from any Interest Rate Agreements. “Interest Rate Agreements” shall mean an interest rate hedging program through the purchase by Grantor from Mortgagee of an interest rate swap, cap or such other interest rate protection product with respect to the Notes;

 

(vi)         Payment and performance of all future advances and other obligations that Borrowers or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of the Lenders, when a writing evidences the parties’ agreement that the advance or obligation be secured by this Deed of Trust; and

 

(vii)        Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations.

 

For the purposes of this Deed of Trust, the term “Borrowers” shall mean and refer to Grantor, Sentio Landlord Hammond, LLC, a Delaware limited liability company, Wildewood Owner, LLC, a Delaware limited liability company, Sentio Landlord Slidell, LLC, a Delaware limited liability company, and Gables of Hudson, LLC, a Delaware limited liability company.

 

(b)          All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each of the Secured Obligations. Such terms include any provisions in the Note or the Loan Agreement which permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time.

 

2.           Assignment of Rents.

 

2.1         Assignment. Grantor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary all right, title and interest of Grantor in and to all rents, royalties, issues, profits, revenue, income, accounts, proceeds and other benefits of the Property, whether now due, past due or to become due, including all prepaid rents and security deposits (some or all collectively, as the context may require, “Rents”). This is an absolute assignment, not an assignment for security only.

 

2.2         Grant of License. Beneficiary hereby confers upon Grantor a license (“License”) to collect and retain the Rents as they become due and payable, so long as no Event of Default, as defined in Section 6.2 below, shall exist and be continuing. If an Event of Default has occurred and is continuing, the License shall terminate upon notice to Grantor, and without regard to the adequacy of Beneficiary’s security under this Deed of Trust. The License shall be reinstated upon the cure of the applicable Event of Default.

 

DEED OF TRUSTPage 4
 

  

2.3         Collection and Application of Rents. Subject to the License granted to Grantor under Section 2.2 above and only while there is an uncured Event of Default, Beneficiary has the right, power and authority to collect any and all Rents. Grantor hereby appoints Beneficiary its attorney-in-fact to perform any and all of the following acts, if and at the times when Beneficiary in its sole discretion may so choose:

 

(a)          Demand, receive and enforce payment of any and all Rents; or

 

(b)          Give receipts, releases and satisfactions for any and all Rents; or

 

(c)          Sue either in the name of Grantor or in the name of Beneficiary for any and all Rents.

 

Beneficiary and Grantor agree that the mere recordation of the assignment granted herein entitles Beneficiary immediately to collect and receive rents upon the occurrence of an Event of Default, as defined in Section 6.2, without first taking any acts of enforcement under applicable law, such as, but not limited to, providing notice to Grantor, filing foreclosure proceedings, or seeking and/or obtaining the appointment of a receiver. Further, Beneficiary’s right to the Rents does not depend on whether or not Beneficiary takes possession of the Property as permitted under Subsection 6.3(c). In Beneficiary’s sole discretion, Beneficiary may choose to collect Rents either with or without taking possession of the Property. Beneficiary shall apply all Rents collected by it in the manner provided under Section 6.6. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity.

 

2.4         Beneficiary Not Responsible. Under no circumstances shall Beneficiary have any duty to produce Rents from the Property. To the extent permitted by applicable law, Beneficiary is not and shall not be deemed to be:

 

(a)          A “Beneficiary in possession” for any purpose; or

 

(b)          Responsible for performing any of the obligations of the lessor under any lease except during any period when the License has terminated; or

 

(c)          Responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair or control of the Property except to the extent due to the gross negligence or willful misconduct of Beneficiary; or

 

(d)          Liable in any manner for the Property or the use, occupancy, enjoyment or operation of all or any part of it except to the extent due to the gross negligence or willful misconduct of Beneficiary.

 

DEED OF TRUSTPage 5
 

 

2.5         Leasing. Grantor shall not accept any deposit or prepayment of rents under the leases for any rental period exceeding one (1) month without Beneficiary’s prior written consent, not to be unreasonably withheld or delayed. Grantor shall not lease the Property or any part of it except in accordance with the Loan Agreement.

 

2.6         Texas Assignment of Rents Act. Notwithstanding anything in this Deed of Trust to the contrary, nothing contained herein shall be construed to waive or otherwise diminish the notice requirements set forth in the Texas Assignment of Rents Act, Texas Property Code, Chapter 64.

 

3.           Grant of Security Interest.

 

3.1         Security Agreement. The parties intend for this Deed of Trust to create a lien on the Property, and an absolute assignment of the Rents, all in favor of Beneficiary. The parties acknowledge that some of the Property and some or all of the Rents may be determined under applicable law to be personal property or fixtures. To the extent that any Property or Rents may be or be determined to be personal property, Grantor as debtor hereby grants Beneficiary and Trustee as secured parties a security interest in all such Property and Rents, to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the Uniform Commercial Code of the State in which the Property is located, covering all such Property and Rents.

 

3.2         Financing Statements. Grantor hereby authorizes Beneficiary to file one or more financing statements. In addition, Grantor shall execute such other documents as Beneficiary may from time to time require to perfect or continue the perfection of Beneficiary’s security interest in any Property or Rents. As provided in Section 5.9 below, Grantor shall pay all fees and costs that Beneficiary may incur in filing such documents in public offices and in obtaining such record searches as Beneficiary may reasonably require. In case Grantor fails to execute any financing statements or other documents for the perfection or continuation of any security interest, Grantor hereby appoints Beneficiary as its true and lawful attorney-in-fact to execute any such documents on its behalf. If any financing statement or other document is filed in the records normally pertaining to personal property, that filing shall never be construed as in any way derogating from or impairing this Deed of Trust or the rights or obligations of the parties under it.

 

4.           Fixture Filing.

 

This Deed of Trust constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code in the State in which the Property is located, as amended or recodified from time to time, covering any Property which now is or later may become fixtures attached to the Land or Improvements. For this purpose, the respective addresses of Grantor, as debtor, and Beneficiary and Trustee, as secured parties, are as set forth in the preambles of this Deed of Trust.

 

5.           Rights and Duties of the Parties.

 

5.1         Representations and Warranties. Grantor represents and warrants that:

 

DEED OF TRUSTPage 6
 

  

(a)          Grantor has good and indefeasible fee simple title to all of the Land and the Improvements;

 

(b)          Grantor has good and marketable title to all Property other than the Land and Improvements other than equipment leased or financed in the ordinary course of business;

 

(c)          Grantor has the full and unlimited power, right and authority to encumber the Property and assign the Rents;

 

(d)          There are no other contractual liens against the Property other than this Deed of Trust;

 

(e)          The Property includes all property and rights which may be reasonably necessary or desirable to promote the present and contemplated future beneficial use and enjoyment of the Land and Improvements;

 

(f)          Grantor owns any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales contracts, and there is no financing statement affecting such personal property on file in any public office other than equipment leased or financed in the ordinary course of business; and

 

(g)          Grantor’s place of business, or its chief executive office if it has more than one place of business, is located at the address specified below.

 

5.2         Taxes and Assessments. Subject to Agent’s obligation to disburse funds from the Impound Account as set forth in the Loan Agreement, Grantor shall pay or cause to be paid prior to delinquency all taxes, levies, charges and assessments, in accordance with the Loan Agreement.

 

5.3         Performance of Secured Obligations. Subject to applicable grace, notice and cure periods, Grantor shall promptly pay and perform each Secured Obligation in accordance with its terms.

 

5.4         Liens, Charges and Encumbrances. Unless otherwise allowed in the Loan Agreement, Grantor shall immediately discharge any lien on the Property which Beneficiary has not consented to in writing.

 

5.5         Damages and Insurance and Condemnation Proceeds. In the event of any casualty or condemnation of the Property, the provisions of Article 11 of the Loan Agreement shall govern.

 

5.6         Maintenance and Preservation of Property. Subject to Agent’s obligations to disburse funds from the Impound Account as set forth in the Loan Agreement:

 

(a)          Grantor shall insure the Property as required by the Loan Agreement and keep the Property in good condition and repair.

 

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(b)          Grantor shall not remove or demolish the Property or any part of it, or alter, restore or add to the Property (except to the extent that the cost of any such alteration or addition does not exceed $100,000), or initiate or allow any change in any zoning or other land use classification which affects the Property or any part of it, except as permitted or required by the Loan Agreement or with Beneficiary’s express prior written consent in each instance, which shall not be unreasonably withheld, conditioned or delayed.

 

(c)          If all or part of the Property becomes damaged or destroyed, Grantor shall promptly and completely repair and/or restore the Property in a good and workmanlike manner in accordance with sound building practices, if Beneficiary agrees to disburse Proceeds or other sums to pay costs of the work of repair or reconstruction under Article 11 of the Loan Agreement.

 

(d)          Grantor shall not commit or allow any act upon or use of the Property which would violate in any material way: (i) any applicable Laws or order of any Governmental Authority; or (ii) any public or private covenant, condition, restriction or equitable servitude affecting the Property. Grantor shall not cause or allow any condition to exist on it, if that invalidates or is prohibited by any insurance coverage required to be maintained by Grantor on the Property or any part of it under the Loan Agreement.

 

(e)          Grantor shall not commit or allow material physical waste of the Property, including those acts or omissions characterized under the Loan Agreement as physical waste which arises out of Hazardous Material.

 

(f)          Grantor shall use commercially reasonable efforts to perform such other acts as may be reasonably necessary to maintain and preserve the value of the Property as determined by the Appraisal that Beneficiary obtained immediately prior to the effective date of this Deed of Trust.

 

5.7         Releases, Extensions, Modifications and Additional Security. From time to time, Beneficiary may perform any of the following acts without incurring any liability or giving notice to any person:

 

(a)          Release any person liable for payment of any Secured Obligation;

 

(b)          Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation;

 

(c)          Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security;

 

(d)          Alter, substitute or release any property securing the Secured Obligations;

 

(e)          Consent to the making of any plat or map of the Property or any part of it;

 

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(f)          Join in granting any easement or creating any restriction affecting the Property;

 

(g)          Join in any subordination or other agreement affecting this Deed of Trust or the lien of it; or

 

(h)          Release its interest in the Property or any part of it.

 

5.8         Release. When all of the Secured Obligations have been paid in full and all fees and other sums owed by Grantor under Section 5.9 of this Deed of Trust and the other Loan Documents have been received or upon the satisfaction of the requirements of Section 12.2(b) of the Loan Agreement, Beneficiary and Trustee shall release this Deed of Trust, the lien created thereby, and all notes and instruments evidencing the Secured Obligations. Grantor shall pay any costs of preparation and recordation of such release.

 

5.9         Compensation, Exculpation, Indemnification.

 

(a)          Grantor agrees to pay reasonable fees as may be charged by Beneficiary for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including providing a statement of the Secured Obligations or providing the release pursuant to Section 5.8 above. Grantor shall also pay or reimburse all of Beneficiary’s and Trustee’s reasonable costs and expenses which may be incurred in rendering any such services. Grantor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to Beneficiary and Trustee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost of evidence of title. If Beneficiary and/or Trustee, as required by applicable law, chooses to dispose of Property through more than one Foreclosure Sale, Grantor shall pay all costs, expenses or other advances that may be incurred or made by Beneficiary and/or Trustee in each of such Foreclosure Sales.

 

(b)          Neither Beneficiary nor Trustee shall be directly or indirectly liable to Grantor or any other person as a consequence of any of the following:

 

(i)          Beneficiary’s or Trustee’s exercise of or failure to exercise any rights, remedies or powers granted to Beneficiary and/or Trustee in this Deed of Trust;

 

(ii)         Beneficiary’s failure or refusal to perform or discharge any obligation or liability of Grantor under any agreement related to the Property or under this Deed of Trust; or

 

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(iii)        Any loss sustained by Grantor or any third party resulting from Beneficiary’s failure to lease the Property, or from any other act or omission of Beneficiary in managing the Property, after an Event of Default, unless the loss is caused by the gross negligence or willful misconduct of Beneficiary.

 

To the extent permitted by applicable law, Grantor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Beneficiary or Trustee.

 

(c)          EXCEPT AS CAUSED BY THE GROSS NEGLIGENCE AND OR WILLFUL MISCONDUCT OF BENEFICIARY OR TRUSTEE (IT BEING THE INTENT OF THE PARTIES THAT THIS INDEMNIFICATION SHALL COVER THE ORDINARY NEGLIGENCE OF SUCH PARTIES), GRANTOR AGREES TO INDEMNIFY BENEFICIARY AND TRUSTEE AGAINST AND HOLD THEM HARMLESS FROM ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, COURT COSTS, ATTORNEYS’ FEES AND OTHER LEGAL EXPENSES, COST OF EVIDENCE OF TITLE, COST OF EVIDENCE OF VALUE, AND OTHER COSTS AND EXPENSES WHICH THEY MAY SUFFER OR INCUR:

 

(i)          IN PERFORMING ANY ACT REQUIRED OR PERMITTED BY THIS DEED OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS OR BY LAW;

 

(ii)         BECAUSE OF ANY FAILURE OF GRANTOR TO PERFORM ANY OF ITS OBLIGATIONS; OR

 

(iii)        BECAUSE OF ANY ALLEGED OBLIGATION OF OR UNDERTAKING BY BENEFICIARY AND/OR TRUSTEE TO PERFORM OR DISCHARGE ANY OF THE REPRESENTATIONS, WARRANTIES, CONDITIONS, COVENANTS OR OTHER OBLIGATIONS IN ANY DOCUMENT RELATING TO THE PROPERTY OTHER THAN THE LOAN DOCUMENTS.

 

EXCEPT AS OTHERWISE PROVIDED IN THE LOAN AGREEMENT, THIS AGREEMENT BY GRANTOR TO INDEMNIFY BENEFICIARY AND TRUSTEE SHALL SURVIVE THE RELEASE AND CANCELLATION OF ANY OR ALL OF THE SECURED OBLIGATIONS AND THE FULL OR PARTIAL RELEASE OF THIS DEED OF TRUST.

 

(d)          Grantor shall pay all obligations to pay money arising under this Section 5.9 immediately upon written demand by Beneficiary. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate if not paid within ten (10) days of demand by Beneficiary.

 

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5.10       Defense and Notice of Claims and Actions. At Grantor’s sole expense, Grantor shall protect, preserve and defend the Property and title to and right of possession of the Property, and the security of this Deed of Trust and the rights and powers of Beneficiary created under it, against all adverse claims. Grantor shall give Beneficiary prompt notice in writing if any claim is asserted which does or could affect any such matters, or if any action or proceeding is commenced which alleges or relates to any such claim.

 

5.11       Subrogation. Beneficiary shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust.

 

5.12       Site Visits, Observation and Testing. Beneficiary and its agents and representatives shall have the right at any reasonable time to enter and visit the Property for the purpose of performing appraisals, observing the Property, taking and removing soil or groundwater samples, and conducting tests on any part of the Property to the extent Beneficiary deems the same reasonably necessary, subject to the limitations set forth in the Loan Agreement. Beneficiary has no duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by Beneficiary, its agents or representatives shall impose any liability on any of Beneficiary, its agents or representatives except to the extent of a party’s gross negligence or willful misconduct. In no event shall any site visit, observation or testing by Beneficiary, its agents or representatives be a representation that Hazardous Material are or are not present in, on or under the Property, or that there has been or shall be compliance with any law, regulation or ordinance pertaining to Hazardous Material or any other applicable governmental law. Except as required under applicable law, neither Grantor nor any other party is entitled to rely on any site visit, observation or testing by any of Beneficiary, its agents or representatives. Neither Beneficiary, its agents or representatives owe any duty of care to protect Grantor or any other party against, or to inform Grantor or any other party of, any Hazardous Material or any other adverse condition affecting the Property. Beneficiary shall give Grantor reasonable notice before entering the Property. Beneficiary shall make reasonable efforts to avoid interfering with Grantor’s use of the Property in exercising any rights provided in this Section 5.12.

 

5.13       Notice of Change. Grantor shall give Beneficiary prior written notice of any change in: (a) the location of its place of business or its chief executive office if it has more than one place of business; (b) the location of any of the Property, including the Books and Records; and (c) Grantor’s name or business structure. Unless otherwise approved by Beneficiary in writing, all Property that consists of personal property (other than the Books and Records) will be located on the Land and all Books and Records will be located at Grantor’s place of business or chief executive office if Grantor has more than one place of business.

 

6.           Accelerating Transfers, Default and Remedies.

 

6.1         Accelerating Transfers.

 

(a)          “Accelerating Transfer” means any Transfer not expressly permitted under Article 12 of the Loan Agreement.

 

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(b)          Grantor acknowledges that Beneficiary is making one or more advances under the Loan Agreement in reliance on the expertise, skill and experience of Grantor; thus, the Secured Obligations include material elements similar in nature to a personal service contract. In consideration of Beneficiary’s reliance, Grantor agrees that Grantor shall not make any Accelerating Transfer, unless the transfer is preceded by Beneficiary’s express written consent to the particular transaction and transferee. Beneficiary may withhold such consent in its sole discretion. If any Accelerating Transfer occurs, Beneficiary in its sole discretion may declare all of the Secured Obligations to be immediately due and payable, and Beneficiary may invoke any rights and remedies provided by Section 6.3 of this Deed of Trust.

 

6.2         Events of Default. Grantor will be in default under this Deed of Trust upon the occurrence of any one or more of the following events (some or all collectively, “Events of Default;” any one singly, an “Event of Default”).

 

(a)          Failure of Grantor (i) to observe or perform any of the other covenants or conditions by Grantor to be performed under the terms of this Deed of Trust concerning the payment of money for a period of ten (10) days after written notice from Beneficiary that the same is due and payable; or (ii) for a period of thirty (30) days after written notice from Beneficiary, to observe or perform any non-monetary covenant or condition contained in this Deed of Trust; provided that if any such failure concerning a non-monetary covenant or condition is susceptible to cure but cannot reasonably be cured within said thirty (30) day period, then Grantor shall have an additional sixty (60) day period to cure such failure and no Event of Default shall be deemed to exist hereunder so long as Grantor commences such cure within the initial thirty (30) day period and diligently and in good faith pursues such cure to completion within such resulting ninety (90) day period from the date of Beneficiary’s notice; or

 

(b)          An “Event of Default” occurs under the Loan Agreement or any other Loan Document.

 

6.3         Remedies. At any time after an Event of Default, Beneficiary shall be entitled to invoke any and all of the rights and remedies described below, in addition to all other rights and remedies available to Beneficiary, under the Loan Documents, at law or in equity. All of such rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies.

 

(a)          Acceleration. Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately.

 

(b)          Receiver. Beneficiary shall, as a matter of right, without notice and without giving bond to Grantor or anyone claiming by, under or through Grantor, and without regard for the solvency or insolvency of Grantor or the then value of the Property, to the extent permitted by applicable law, be entitled to have a receiver appointed for all or any part of the Property and the Rents, and the proceeds, issues and profits thereof, with the rights and powers referenced below and such other rights and powers as the court making such appointment shall confer, and Grantor hereby consents to the appointment of such receiver and shall not oppose any such appointment. Such receiver shall have all powers and duties prescribed by applicable law, all other powers which are necessary or usual in such cases for the protection, possession, control, management and operation of the Property, and such rights and powers as Beneficiary would have, upon entering and taking possession of the Property under subsection (c) below.

 

DEED OF TRUSTPage 12
 

  

(c)          Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing all of Grantor’s or the then owner’s Books and Records; entering into, enforcing, modifying or canceling leases on such terms and conditions Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to Beneficiary; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Grantor shall assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Grantor hereby irrevocably constitutes and appoints Beneficiary as Grantor’s attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Grantor’s name on any instruments.

 

(d)          Cure; Protection of Security. Beneficiary may cure any breach or default of Grantor, and if it chooses to do so in connection with any such cure, Beneficiary may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust, including, without limitation, completing construction of the improvements at the Property contemplated by the Loan Agreement. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary’s sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or to be conclusive as among the parties to this Deed of Trust; obtaining insurance and/or paying any premiums or charges for insurance required to be carried under the Loan Agreement; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary. Beneficiary may take any of the actions permitted under this Subsection 6.3(d) either with or without giving notice to any person. Any amounts expended by Beneficiary under this Subsection 6.3(d) shall be secured by this Deed of Trust.

 

(e)          Uniform Commercial Code Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the Uniform Commercial Code in the State in which the Property is located.

 

DEED OF TRUSTPage 13
 

  

(f)          Foreclosure; Lawsuits. Beneficiary shall have the right, in one or several concurrent or consecutive proceedings, to foreclose the lien hereof upon the Property or any part thereof, for the Secured Obligations, or any part thereof, by any proceedings appropriate under applicable law, whether non-judicial or judicial. Beneficiary or its nominee may bid and become the purchaser of all or any part of the Property at any foreclosure or other sale hereunder, and the amount of Beneficiary’s successful bid shall be credited on the Secured Obligations. Without limiting the foregoing, Beneficiary may proceed by a suit or suits in law or equity, whether for specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any foreclosure under the judgment or decree of any court of competent jurisdiction.

 

(g)          Other Remedies. Beneficiary may exercise all rights and remedies contained in any other instrument, document, agreement or other writing heretofore, concurrently or in the future executed by Grantor or any other person or entity in favor of Beneficiary in connection with the Secured Obligations or any part thereof, without prejudice to the right of Beneficiary thereafter to enforce any appropriate remedy against Grantor. Beneficiary shall have the right to pursue all remedies afforded to a Beneficiary under applicable law, and shall have the benefit of all of the provisions of such applicable law, including all amendments thereto which may become effective from time to time after the date hereof.

 

(h)          Sale of Personal Property. Beneficiary and/or Trustee, as required by applicable law, shall have the discretionary right to cause some or all of the Property, which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

 

(i)          For purposes of this power of sale, Beneficiary and/or Trustee, as required by applicable law, may elect to treat as personal property any Property which is intangible or which can be severed from the Land or Improvements without causing structural damage. If it chooses to do so, Beneficiary and/or Trustee, as required by applicable law, may dispose of any personal property, in any manner permitted by Article 9 of the Uniform Commercial Code of the State in which the Property is located, including any public or private sale, or in any manner permitted by any other applicable law.

 

(ii)         In connection with any sale or other disposition of such Property, Grantor agrees that the following procedures constitute a commercially reasonable sale: Beneficiary shall mail written notice of the sale to Grantor not later than thirty (30) days prior to such sale. Beneficiary will publish notice of the sale in a local daily newspaper of general circulation. Upon receipt of any written request, Beneficiary will make the Property available to any bona fide prospective purchaser for inspection during reasonable business hours. Notwithstanding, Beneficiary shall be under no obligation to consummate a sale if, in its judgment, none of the offers received by it equals the fair value of the Property offered for sale. The foregoing procedures do not constitute the only procedures that may be commercially reasonable.

 

DEED OF TRUSTPage 14
 

 

(i)          Foreclosure Sales. Beneficiary may request Trustee to proceed with foreclosure under the power of sale (a “Foreclosure Sale”) which is hereby conferred, such foreclosure to be accomplished in accordance with the following provisions:

 

(i)          Trustee is hereby authorized and empowered and it shall be Trustee’s special duty, upon such request of Beneficiary, to sell the Property or any part thereof, with or without having taken possession of same. Any such sale (including notice thereof) shall comply with the applicable requirements, at the time of the sale, of Section 51.002 of the Texas Property Code or, if and to the extent such statute is not then in force, with the applicable requirements, at the time of the sale, of the successor statute or statutes, if any, governing sales of Texas real property under powers of sale conferred by deeds of trust. If there is no statute in force at the time of the sale governing sales of Texas real property under powers of sale conferred by deeds of trust, such sale shall comply with applicable law, at the time of the sale, governing sales of Texas real property under powers of sale conferred by deeds of trust.

 

(ii)         In addition to the rights and powers of sale granted under the preceding provisions of this Subsection, if default is made in the payment of any installment of, or any other payment due in respect of, the Secured Obligations, Beneficiary may, at Beneficiary’s option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Secured Obligations to be due and payable, orally or in writing direct Trustee to enforce this trust and to sell the Property subject to such unmatured indebtedness and to the rights, powers, liens, security interests and assignments securing or providing recourse for payment of such unmatured indebtedness, in the same manner, all as provided in the preceding provisions of this Subsection. Sales made without maturing the Secured Obligations may be made hereunder whenever there is a default in the payment of any installment of the Secured Obligations, without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection, the unmatured balance of the Secured Obligations or the rights, powers, liens, security interests and assignments securing or providing recourse for payment of the Secured Obligations.

 

(iii)        Sale of a part of the Property shall not exhaust the power of sale, but sales may be made from time to time until the Secured Obligations are paid and performed in full. It is intended by each of the foregoing provisions of this Subsection that Trustee may, after any request or direction by Beneficiary, sell not only the Land and the Improvements, but also the Accessories and other interests constituting a part of the Property or any part thereof, along with the Land and the Improvements or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary to have present or to exhibit at any sale any of the Property.

 

DEED OF TRUSTPage 15
 

 

(iv)         After any sale under this Subsection, Trustee shall make good and sufficient deeds, assignments and other conveyances to the purchaser or purchasers thereunder in the name of Grantor, conveying the Property or any part thereof so sold to the purchaser or purchasers by a Trustee’s Deed. It is agreed that, in any deeds, assignments or other conveyances given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by or on behalf of Beneficiary or by or on behalf of Trustee related to the foregoing, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof.

 

(j)          Waiver of Deficiency Statute. In the event an interest in any of the Property is foreclosed upon pursuant to a judicial or nonjudicial foreclosure sale, Grantor agrees that, notwithstanding the provisions of Sections 51.003, 51.004 and 51.005 of the Texas Property Code (as the same may be amended from time to time), and to the extent permitted by law (but subject to the provisions hereof), Beneficiary shall be entitled to seek a deficiency judgment from Grantor and any other party obligated on the Notes equal to the difference between the amount owing on the Notes and the amount for which the Property was sold pursuant to judicial or nonjudicial foreclosure sale. Grantor expressly recognizes that this Section constitutes a waiver of the above-cited provisions of the Texas Property Code which would otherwise permit Grantor and other persons against whom recovery of deficiencies is sought or any indemnitor or guarantor independently (even absent the initiation of deficiency proceedings against them) to present competent evidence of the fair market value of the Property as of the date of the foreclosure sale and offset against any deficiency the amount by which the foreclosure sale price is determined to be less than such fair market value. Grantor further recognizes and agrees that this waiver creates an irrebuttable presumption that the foreclosure sale price is equal to the fair market value of the Property for purposes of calculating deficiencies owed by Grantor, any indemnitor or guarantor, and others against whom recovery of a deficiency is sought.

 

DEED OF TRUSTPage 16
 

 

(k)          Alternative Waiver. Alternatively, in the event the waiver provided for in subparagraph (j) above is determined by a court of competent jurisdiction to be unenforceable, the provisions of this subparagraph (k) shall be the basis for the finder of fact's determination of the fair market value of the Property as of the date of the foreclosure sale in proceedings governed by Sections 51.003, 51.004 and 51.005 of the Texas Property Code (as amended from time to time). In such event, (i) the Property shall be valued in an “as is” condition as of the date of the foreclosure sale, without any assumption or expectation that the Property will be repaired or improved in any manner before a resale of the Property after foreclosure; (ii) the valuation shall be based upon an assumption that the foreclosure purchaser desires a resale of the Property for cash promptly (but no later than 12 months) following the foreclosure sale; (iii) all reasonable closing costs customarily borne by the seller in commercial real estate transactions should be deducted from the gross fair market value of the Property, including, without limitation, brokerage commissions, title insurance, a survey of the Property, tax prorations, attorneys’ fees, and marketing costs; (iv) the gross fair market value of the Property shall be further discounted to account for any estimated holding costs associated with maintaining the Property pending sale, including, without limitation, utilities expenses, property management fees, taxes and assessments (to the extent not accounted for in item (iii) above), and other maintenance, operational and ownership expenses; and (v) any expert opinion testimony given or considered in connection with a determination of the fair market value of the Property must be given by persons having at least five (5) years’ experience in appraising property similar to the Property and who have conducted and prepared a complete written appraisal of the Property taking into consideration the factors set forth above.

 

6.4         Credit Bids. At any Foreclosure Sale, any person, including Grantor or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations:

 

(a)          First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Grantor is obligated to pay or reimburse Beneficiary and Trustee under Section 5.9 of this Deed of Trust; and

 

(b)          Second, all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose.

 

6.5         Application of Foreclosure Sale Proceeds. Beneficiary shall apply the proceeds of any Foreclosure Sale in the following manner:

 

(a)          First, to pay the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Grantor is obligated to reimburse Beneficiary or Trustee under Section 5.9 of this Deed of Trust;

 

(b)          Second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Beneficiary under the terms of this Deed of Trust which then remain unpaid;

 

(c)          Third, to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and

 

(d)          Fourth, to remit the remainder, if any, to the person or persons entitled to it by law.

 

DEED OF TRUSTPage 17
 

 

6.6         Application of Rents and Other Sums. Beneficiary shall apply any and all Rents collected by it, and any and all sums other than proceeds of a Foreclosure Sale which Beneficiary may receive or collect under Section 6.3 above, in the following manner:

 

(a)          First, to pay the portion of the Secured Obligations attributable to the costs and expenses of operation and collection that may be incurred by Beneficiary or any receiver;

 

(b)          Second, to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and

 

(c)          Third, to remit the remainder, if any, to the person or persons entitled to it by law.

 

Beneficiary shall have no liability for any funds which it does not actually receive.

 

7.           The Trustee.

 

7.1         Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (i) to select, employ and consult with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Loan Documents, and shall be fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his or her agents or attorneys, (iii) to select and employ, in and about the execution of his or her duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee (and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith), and (iv) any and all other lawful action that Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Land for debts contracted for or liability or damages incurred in the management or operation of the Land. Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses incurred by Trustee in the performance of Trustee’s duties hereunder and to reasonable compensation for such of Trustee’s services hereunder as shall be rendered. Grantor will, from time to time, pay the reasonable compensation due to Trustee hereunder and reimburse Trustee for, and save and hold Trustee harmless against, any and all liability and reasonable expenses which may be incurred by Trustee in the performance of Trustee’s duties.

 

7.2         Retention of Money. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, and shall be segregated from any other moneys of Trustee.

 

DEED OF TRUSTPage 18
 

  

7.3         Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or if, for any reason, Beneficiary, in Beneficiary’s sole discretion and with or without cause, shall prefer to appoint a substitute trustee or multiple substitute trustees, or successive substitute trustees or successive multiple substitute trustees, to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee (or, if preferred, multiple substitute trustees) in succession who shall succeed (and if multiple substitute trustees are appointed, each of such multiple substitute trustees shall succeed) to all the estates, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed on its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his or her successor or successors in this trust, shall do lawfully by virtue hereof. If multiple substitute trustees are appointed, each of such multiple substitute trustees shall be empowered and authorized to act alone without the necessity of the joinder of the other multiple substitute trustees, whenever any action or undertaking of such substitute trustees is requested or required under or pursuant to this Deed of Trust or applicable law. Any prior election to act jointly or severally shall not prevent either or both of such multiple substitute Trustees from subsequently executing, jointly or severally, any or all of the provisions hereof.

 

7.4         Perfection of Appointment. Should any deed, conveyance, or instrument of any nature be required from Grantor by any Trustee or substitute Trustee to more fully and certainly vest in and confirm to Trustee or substitute Trustee such estates, rights, powers, and duties, then, upon request by Trustee or substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Grantor.

 

7.5         Succession Instruments. Any substitute trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers, and trusts of its, his or her predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the substitute trustee, the Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute trustee so appointed in such Trustee’s place.

 

8.           Miscellaneous Provisions.

 

8.1         Additional Provisions. The Loan Documents fully state all of the terms and conditions of the parties’ agreement regarding the matters mentioned in or incidental to this Deed of Trust. The Loan Documents also grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Grantor which apply to this Deed of Trust and to the Property.

 

DEED OF TRUSTPage 19
 

 

8.2         No Waiver or Cure.

 

(a)          Each waiver by Beneficiary must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Beneficiary to take action on account of any default of Grantor. Consent by Beneficiary to any act or omission by Grantor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary’s consent to be obtained in any future or other instance.

 

(b)          If any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default or notice of default under this Deed of Trust or invalidate any act performed pursuant to any such default or notice; or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under the Loan Documents have been cured); or impair the security of this Deed of Trust; or prejudice Beneficiary or any receiver in the exercise of any right or remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by Beneficiary of any tenancy, lease or option, or a subordination of the lien of this Deed of Trust.

 

(i)          Trustee or Beneficiary, its agent or a receiver takes possession of all or any part of the Property in the manner provided in Subsection 6.3(c).

 

(ii)         Beneficiary collects and applies Rents as permitted under Sections 2.3 and 6.6 above, either with or without taking possession of all or any part of the Property.

 

(iii)        Beneficiary or Trustee receives and applies to any Secured Obligation any proceeds of any Property, including any proceeds of insurance policies, condemnation awards, or other claims, property or rights assigned to Beneficiary under Section 5.5 above.

 

(iv)         Beneficiary makes a site visit, observes the Property and/or conducts tests as permitted under Section 5.12 above.

 

(v)          Beneficiary or Trustee receives any sums under this Deed of Trust or any proceeds of any collateral held for any of the Secured Obligations, and applies them to one or more Secured Obligations.

 

(vi)         Beneficiary, Trustee or any receiver invokes any right or remedy provided under this Deed of Trust.

 

DEED OF TRUSTPage 20
 

 

8.3         Powers of Beneficiary.

 

(a)          If Beneficiary performs any act which it is empowered or authorized to perform under this Deed of Trust, including any act permitted by Section 5.7 or Subsection 6.3(d) of this Deed of Trust, that act alone shall not release or change the personal liability of any person for the payment and performance of the Secured Obligations then outstanding, or the lien of this Deed of Trust on all or the remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability of the original Grantor shall not be released or changed if Beneficiary grants any successor in interest to Grantor any extension of time for payment, or modification of the terms of payment, of any Secured Obligation unless agreed to otherwise in writing between the parties. Beneficiary shall not be required to comply with any demand by the original Grantor that Beneficiary refuse to grant such an extension or modification to, or commence proceedings against, any such successor in interest.

 

(b)          Upon an Event of Default, Beneficiary may take any of the actions permitted under Subsections 6.3(b) and/or 6.3(c) regardless of the adequacy of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been declared to be immediately due and payable, or whether notice of default and election to sell has been given under this Deed of Trust.

 

(c)          From time to time, Beneficiary may apply to any court of competent jurisdiction for aid and direction in executing and enforcing the rights and remedies created under this Deed of Trust. Beneficiary may from time to time obtain orders or decrees directing, confirming or approving acts in executing and enforcing these rights and remedies.

 

8.4         Merger. No merger shall occur as a result of Beneficiary’s acquiring any other estate in or any other lien on the Property unless Beneficiary consents to a merger in writing.

 

8.5         Joint and Several Liability. If Grantor consists of more than one person, each shall be jointly and severally liable for the faithful performance of all of Grantor’s obligations under this Deed of Trust.

 

8.6         Applicable Law. The creation, perfection and enforcement of the lien of this Deed of Trust shall be governed by the law of the State in which the Property is located. Subject to the foregoing, in all other respects, this Deed of Trust shall be governed by the substantive laws of the State of Texas.

 

8.7         Successors in Interest. The terms, covenants and conditions of this Deed of Trust shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties. However, this Section 8.7 does not waive the provisions of Section 6.1 above.

 

8.8         Interpretation.

 

(a)          Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.”

 

DEED OF TRUSTPage 21
 

 

(b)          The word “obligations” is used in its broadest and most comprehensive sense, and includes all primary, secondary, direct, indirect, fixed and contingent obligations. It further includes all principal, interest, prepayment charges, late charges, loan fees and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or satisfy conditions.

 

(c)          No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Deed of Trust. The Exhibits to this Deed of Trust are hereby incorporated in this Deed of Trust.

 

8.9         Waiver of Statutory Rights. To the extent permitted by law, Grantor hereby agrees that it shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing or hereafter enacted, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, but hereby waives the benefit of such laws. Grantor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Property marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Property sold as an entirety. Grantor hereby waives any and all rights of redemption from sale under any judgment of foreclosure of this Deed of Trust on behalf of Grantor and on behalf of each and every person acquiring any interest in or title to the Property of any nature whatsoever, subsequent to the date of this Deed of Trust. The foregoing waiver of right of redemption is made pursuant to the provisions of applicable law.

 

8.10       Severability. If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and shall in no way affect the validity of this Deed of Trust except that if such provision relates to the payment of any monetary sum, then Beneficiary may, at its option, declare all Secured Obligations immediately due and payable.

 

8.11         Notices. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

 

If to Grantor:

MVI Health Center, LP

189 South Orange Avenue, Suite 170

Orlando, Florida 32801

Attention: John Mark Ramsey
Attention: Kevin Thomas
Attention: Sharon Kaiser
Telephone: (407) 999-7679
Facsimile: (407) 999-5210

 

DEED OF TRUSTPage 22
 

 

With a copy to:Foley & Lardner LLP

111 North Orange Avenue, Suite 1800

Orlando, Florida 32801

Attention: Michael A. Okaty, Esq.
Telephone: (407) 244-3229
Facsimile: (407) 648-1743

 

If to Trustee:

Deborah Newman

8115 Preston Road, Suite 800

Dallas, Texas 75225

Telephone: (214) 416-2600
Facsimile: (866) 266-9215

 

If to Beneficiary:

KeyBank National Association

Mailcode: OH-01-51-0311

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attention: Amy L. MacLearie,
  KREC Commercial Loan Closer-Assistant Vice President
Telephone: (216) 813-6935
Facsimile: (216) 357-6383

 

With a copy to:

KeyBank Real Estate Capital

Healthcare Group

4200 West Cypress Street, Suite 490

Tampa, Florida 33607-4168

Attention:   Grant Saunders, Senior Vice President
Telephone: (813) 313-5516
Facsimile: (813) 313-5555

 

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

 

8.12       Future Advances. The total amount of indebtedness secured hereby may increase or decrease from time to time, but the total unpaid principal balance of indebtedness secured hereby (including disbursements that Beneficiary may, but shall not be obligated to, make under this Deed of Trust, the Loan Documents or any other document with respect thereto) at any one time outstanding may be substantially less but shall be limited to all indebtedness reasonably contemplated by the parties for the Project as of the date hereof, including, without limitation, any disbursements made for the enforcement of this Deed of Trust and any remedies hereunder, payment of taxes, special assessments, utilities or insurance on the Property and interest on such disbursements and all disbursements by Beneficiary pursuant to applicable law (all such indebtedness being hereinafter referred to as the maximum amount secured hereby). This Deed of Trust shall be valid and have priority to the extent of the maximum amount secured hereby over all subsequent liens and encumbrances, including statutory liens, excepting solely taxes and assessments levied on the Property given priority by law.

 

DEED OF TRUSTPage 23
 

  

8.13       Beneficiary’s Lien for Service Charge and Expenses. At all times, regardless of whether any Loan proceeds have been disbursed, this Deed of Trust secures (in addition to any Loan proceeds disbursed from time to time) the payment of any and all loan commissions, service charges, liquidated damages, expenses and advances due to or incurred by Beneficiary not to exceed the maximum amount secured hereby.

 

8.14       WAIVER OF TRIAL BY JURY. GRANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS DEED OF TRUST, THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY OTHER STATEMENTS OR ACTIONS OF GRANTOR OR BENEFICIARY. GRANTOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. GRANTOR FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER IS A MATERIAL INDUCEMENT FOR BENEFICIARY TO MAKE THE LOAN, ENTER INTO THIS DEED OF TRUST AND EACH OF THE OTHER LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

 

8.15       Inconsistencies. In the event of any inconsistency between this Deed of Trust and the Loan Agreement, the terms hereof shall be controlling as necessary to create, preserve and/or maintain a valid security interest upon the Property, otherwise the provisions of the Loan Agreement shall be controlling.

 

8.16       Controlling Agreement. The parties hereto intend to conform strictly to the applicable usury laws. All agreements between Grantor (and any other party liable for any part of the Secured Obligations) and Beneficiary, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no event whatsoever, whether by reason of acceleration of the maturity of the Secured Obligations or otherwise, shall the interest contracted for, charged or received by Beneficiary hereunder or otherwise exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever interest would otherwise be payable to Beneficiary in excess of the maximum lawful amount, the interest payable to Beneficiary shall be reduced automatically to the maximum amount permitted under applicable law. If Beneficiary shall ever receive anything of value deemed interest under applicable law which would apart from this provision be in excess of the maximum lawful amount, the amount which would have been excessive interest shall be applied to the reduction of the principal amount owing on the Secured Obligations in inverse order of maturity and not to the payment of interest, or if such amount which would have been excessive interest exceeds the unpaid principal balance of the Secured Obligations, such excess shall be refunded to Grantor, or to the maker of the Note or other evidence of indebtedness if other than Grantor. All interest paid or agreed to be paid to Beneficiary shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term, including any renewal or extension, of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. The terms and provisions of this section shall control and supersede every other provision of all existing and future agreements between Grantor, the maker of the Note or other evidence of indebtedness if other than Grantor, and Beneficiary.

 

DEED OF TRUSTPage 24
 

  

THIS DEED OF TRUST, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions hereof and the other Loan Documents may be amended or waived only by an instrument in writing signed by the Grantor and Beneficiary.

 

DEED OF TRUSTPage 25
 

 

IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the date acknowledged below to be effective as of the date first above written.

 

  GRANTOR:
   
  MVI HEALTH CENTER, LP, a Delaware limited partnership
     
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory

 

STATE OF FLORIDA )
  :
COUNTY OF ORANGE )

 

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that John Mark Ramsey, whose name as Authorized Signatory of MVI HEALTH CENTER, LP, a Delaware limited partnership, is signed to the foregoing instrument, and who is personally known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he as such Authorized Signatory and with full authority, executed the same voluntarily for and as the act of said limited partnership on the day the same bears date. Given under my hand and official seal this 12th day of November, 2014.

 

  /s/ Jamie L. Brown
  Notary Public
   
  My Commission Expires: August 29, 2018

  

DEED OF TRUSTPage 26
 

 

EXHIBIT A

 

Description of Land

 

Lot 1, Block 2, New City Block 17341, NORTH HOLLOW KNOLL, an addition to the City of San Antonio, Bexar County, Texas, according to the map or plat thereof, recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas; TOGETHER WITH nonexclusive easement rights set forth under Article III, Sections 3.1, 3.2 and 3.3 pursuant to the Declaration of Protective Covenants and Performance Standards for Northgate Development recorded in Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.

 

DEED OF TRUSTPage 27
 

 

EXHIBIT B

 

Permitted Exceptions

 

1.Restrictive covenants of record found in Volume 9569, Page 38 of the Deed Records and Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.

 

2.25-foot building setback line along North Knoll as shown on plats recorded in Volume 9547, Page 4 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

3.1-foot vehicular non-access easement along portions of North Knoll and North Hollow as shown on plat recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

4.14-foot gas, electric, telephone and cable T.V. easement along portions of North Knoll and North Hollow as shown on plats recorded in Volume 9547, Page 4 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

5.20-foot electric easement along the southwest property line as shown on plats recorded in Volume 9503, Page 116 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

6.12-feet of a 28 foot electric easement along the southeast property line as shown on plats recorded in Volume 9503, Page 116 and Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

7.16-foot drainage easement recorded in Volume 8879, Page 289 of the Real Property Public Records of Bexar County, Texas and as shown on plat recorded in Volume 9569, Page 38 of the Deed and Plat Records of Bexar County, Texas.

 

8.Terms, conditions, covenants, easements and provisions, including, but not limited to, a lien and personal obligation of assessments payable to Northgate Property Owners' Association, Inc., pursuant to that certain Declaration dated December 6, 1983, executed by May Twentieth, Ltd., recorded in Volume 2987, Page 1110 of the Real Property Records of Bexar County, Texas.

 

DEED OF TRUSTPage 28

 

 EX-10.24 10 v403036_ex10-24.htm EXHIBIT 10.24

 

Exhibit 10.24

 

SECURED LOAN AGREEMENT

 

for a loan in the aggregate amount of

 

$53,154,600.00

 

MADE BY AND AMONG

 

BORROWERS,

 

KEYBANK NATIONAL ASSOCIATION,
as Agent,

 

and

 

The lending institutions a party hereto from time to time.

 

Dated as of December 31, 2014

 

 
 

 

Table of Contents

 

      Page
       
ARTICLE 1   INCORPORATION OF RECITALS AND EXHIBITS 1
       
1.1.   Incorporation of Recitals 1
       
1.2.   Incorporation of Schedules and Exhibits 1
       
ARTICLE 2   DEFINITIONS 1
       
2.1.   Defined Terms 1
       
2.2.   Other Definitional Provisions 9
       
ARTICLE 3   BORROWERS’ REPRESENTATIONS AND WARRANTIES 9
       
3.1.   Representations and Warranties 9
       
3.2.   Survival of Representations and Warranties 13
       
ARTICLE 4   LOAN AND LOAN DOCUMENTS 13
       
4.1.   Agreement to Borrow and Lend; Lenders’ Obligation to Disburse 13
       
4.2.   Loan Documents 14
       
4.3.   Term of the Loan 15
       
4.4.   Prepayments 15
       
4.5.   Required Principal Payments 16
       
4.6.   Late Charge 16
       
ARTICLE 5   INTEREST 16
       
5.1.   Interest Rate. 16
       
ARTICLE 6   COSTS OF MAINTAINING LOAN 17
       
6.1.   Increased Costs and Capital Adequacy 17
       
6.2.   Borrower Withholding 18
       
ARTICLE 7   LOAN EXPENSE AND ADVANCES 18
       
7.1.   Loan and Administration Expenses 18
       
7.2.   Lender’s Attorneys’ Fees and Disbursements 18
       
7.3.   Time of Payment of Fees and Expenses 18
       
7.4.   Expenses and Advances Secured by Loan Documents 18
       
7.5.   Right of Lender to Make Advances to Cure Borrowers’ Defaults 19
       
ARTICLE 8   REQUIREMENTS PRECEDENT  
    TO THE OPENING OF THE LOAN AND ANY SUBSEQUENT DISBURSEMENT 19
       
8.1.   Conditions Precedent to Closing and Opening of the Loan. 19
       
8.2.   Monthly Payouts. 21
       
8.3.   Documents to be Furnished for Each Disbursement. 21
       
ARTICLE 9   RESERVED 22
       
ARTICLE 10   BORROWERS’ AGREEMENTS 22
       
10.1.   Borrowers further covenant and agree as follows: 22

 

-i-
 

 

Table of Contents

(continued)

 

      Page
       
ARTICLE 11   CASUALTIES AND CONDEMNATION 27
       
11.1.   Agent’s Election to Apply Proceeds on Indebtedness 27
       
11.2.   Borrowers’ Obligation to Rebuild and Use of Proceeds Therefor 27
       
ARTICLE 12   ASSIGNMENTS and/or transfers BY BORROWERS 28
       
12.1.   Prohibition of Assignments and Transfers by Borrowers 28
       
12.2.   Releases of Collateral 28
       
12.3.   Prohibition of Transfers in Violation of ERISA 29
       
12.4.   Successors and Assigns 29
       
ARTICLE 13   TIME OF THE ESSENCE 29
       
13.1.   Time is of the Essence 29
       
ARTICLE 14   EVENTS OF DEFAULT 29
       
14.1.   Events of Default 29
       
ARTICLE 15   LENDERS’ REMEDIES IN EVENT OF DEFAULT 31
       
15.1.   Remedies Conferred Upon Lenders 31
       
ARTICLE 16   GENERAL PROVISIONS 31
       
16.1.   Captions 31
       
16.2.   Modification; Waiver 32
       
16.3.   GOVERNING LAW 32
       
16.4.   Acquiescence Not to Constitute Waiver of Lenders’ Requirements 32
       
16.5.   Disclaimer by Lenders 32
       
16.6.   Partial Invalidity; Severability 32
       
16.7.   Definitions Include Amendments 32
       
16.8.   Execution in Counterparts 32
       
16.9.   Entire Agreement 32
       
16.10.   Waiver of Damages 33
       
16.11.   Claims Against Lenders 33
       
16.12.   Jurisdiction 33
       
16.13.   Set-Offs 33
       
16.14.   Authorized Representative 33
       
ARTICLE 17   NOTICES 34
       
ARTICLE 18   RESERVED 35
       
ARTICLE 19   ASSIGNMENTS AND PARTICIPATIONS 35
       
19.1.   Assignments and Participations 35
       
19.2.   Several Liability 37
       
ARTICLE 20   AGENT 37

 

-ii-
 

 

Table of Contents

(continued)

 

      Page
       
20.1.   Appointment 37
       
20.2.   Reliance on Agent 37
       
20.3.   Powers 38
       
20.4.   Disbursements 38
       
20.5.   Distribution and Apportionment of Payments 38
       
20.6.   Consents and Approvals 40
       
20.7.   Agency Provisions Relating to Collateral 41
       
20.8.   Lender Actions Against Borrower or the Collateral 42
       
20.9.   Assignment and Participation 42
       
20.10.   Ratable Sharing 42
       
20.11.   General Immunity 42
       
20.12.   No Responsibility for Loan, Recitals, etc. 42
       
20.13.   Action on Instructions of Lenders 43
       
20.14.   Employment of Agents and Counsel 43
       
20.15.   Reliance on Documents; Counsel 43
       
20.16.   Agent’s Reimbursement and Indemnification 43
       
20.17.   Rights as a Lender 43
       
20.18.   Lenders’ Credit Decisions 44
       
20.19.   Notice of Events of Default 44
       
20.20.   Successor Agent 44
       
ARTICLE 21   WAIVER OF JURY TRIAL 44

 

-iii-
 

 

LIST OF EXHIBITS TO LOAN AGREEMENT

 

Exhibit A-1   Legal Description – Sumter Place Land
Exhibit A-2   Legal Description – Sumter Grand Land
Exhibit B-1   Permitted Exceptions – Sumter Place
Exhibit B-2   Permitted Exceptions – Sumter Grand
Exhibit C   Title Requirements
Exhibit D   Survey Requirements
Exhibit E   Insurance Requirements
Exhibit F   Reserved
Exhibit G   Form of Covenant Compliance Certificate
Exhibit H   Form of Assignment and Assumption Agreement
Exhibit I   Form of Borrowers’ Certificate
     
Schedule I   Environmental Documents
Schedule II   Debt Service Coverage Requirements for each Project

 

-iv-
 

 

SECURED LOAN AGREEMENT

 

THIS SECURED LOAN AGREEMENT (“Agreement”) is made as of December 31, 2014, by and among Borrowers, KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and/or assigns, as administrative agent (referred to in such capacity as “Agent” in this Agreement), and the lending institutions a party hereto from time to time (Agent, as a lender, and each such other lending institution, and their respective successors and assigns, referred to individually a “Lender” and collectively, as the “Lenders”).

 

RECITALS

 

A.           Sumter Place Borrower intends to acquire a leasehold estate to a tract of land in the City of The Villages, State of Florida, which land is legally described in Exhibit A-1 (the “Sumter Place Land”). In addition, Sumter Place Borrower proposes to acquire a leasehold estate in a 148-unit assisted living and memory care facility and adult day care facility licensed for 25 residents (the “Sumter Place Improvements”) located on the Sumter Place Land commonly known as “Sumter Place in the Villages” (the Sumter Place Land and the Sumter Place Improvements collectively referred to herein as the “Sumter Place Project”). The Sumter Place Project is, or will be, operated by Sumter Place Operator pursuant to the Sumter Place Operating Sublease.

 

B.           Sentio Holding intends to acquire one hundred percent (100%) of the equity in Sumter Grand Borrower which holds a leasehold estate to a tract of land in the City of The Villages, State of Florida, which land is legally described in Exhibit A-2 (the “Sumter Grand Land”). In addition, Sumter Grand Borrower holds a leasehold estate to a 150-unit independent living facility (the “Sumter Grand Improvements”) located on the Sumter Grand Land commonly known as “Sumter Grand in the Villages” (the Sumter Grand Land and the Sumter Grand Improvements collectively referred to herein as the “Sumter Grand Project”).

 

C.           Borrowers have requested and applied to the Lenders for a loan in the amount of up to FIFTY-THREE MILLION ONE HUNDRED FIFTY-FOUR THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($53,154,600.00) (the “Loan”) to reimburse Borrowers for a portion of the costs for the acquisition the leasehold and the equity in connection with the Projects, as applicable, and the closing costs and expenses of Borrowers in connection therewith and the closing of the Loan, and the Lenders are willing to make the Loan on the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

 

ARTICLE 1
INCORPORATION OF RECITALS AND EXHIBITS

 

1.1.        Incorporation of Recitals.

 

The foregoing preambles and all other recitals set forth herein are made a part hereof by this reference.

 

1.2.        Incorporation of Schedules and Exhibits.

 

Schedules I and II and Exhibits A through I, inclusive, attached hereto are incorporated herein and expressly made a part hereof by this reference.

 

ARTICLE 2
DEFINITIONS

 

2.1.        Defined Terms.

 

The following terms as used herein shall have the following meanings:

 

SECURED LOAN AGREEMENTPage 1
 

 

Adjusted Base Rate: An interest rate per annum equal to the sum of (a) the Base Rate, plus (b) the Base Rate Margin. Any change in the Adjusted Base Rate shall be effective immediately from and after a change in the Adjusted Base Rate (or the Federal Funds Effective Rate, as applicable).

 

Adjusted LIBOR Rate: For any LIBOR Rate Interest Period, an interest rate per annum equal to the sum of (i) the rate obtained by dividing (1) the LIBOR Rate for such LIBOR Rate Interest Period by (2) a percentage equal to one hundred percent (100%) minus the Reserve Percentage for such LIBOR Rate Interest Period, and (ii) the LIBOR Margin.

 

Affiliate: With respect to a specified person or entity, any individual, partnership, corporation, limited liability company, trust, unincorporated organization, association or other entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such person or entity, including, without limitation, any general or limited partnership in which such person or entity is a partner.

 

Agreement: This Secured Loan Agreement.

 

AL/MC: An assisted living/memory care senior living health care facility.

 

Applicable Rate: As such term is defined in Section 5.1(a).

 

Appraisal: A MAI certified appraisal of the Projects performed in accordance with FIRREA and Agent’s appraisal requirements by an appraiser selected and retained by Agent.

 

Assignments of Rents: One or more assignments of leases and rents made by the Borrowers in favor of Agent for the benefit of the Lenders assigning all of Borrowers’ respective interest in and to all Leases, subleases and other agreements relating to the use and occupancy of all or any portion of the Projects, and all present and future Leases, rents, issues and profits therefrom, as the same may be hereafter amended, restated, supplemented or otherwise modified pursuant to the terms thereof.

 

Assignment of Notes and Mortgage: As such term is defined in Section 4.2(h).

 

Authorized Representative: As such term is defined in Section 16.14.

 

Bankruptcy Code: As such term is defined in Section 14.1(d).

 

Base Rate: For any day, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the greatest of:

 

(i)          the rate of interest established by Agent, from time to time, as its “prime rate,” whether or not publicly announced, which interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; and

 

(ii)         the Federal Funds Effective Rate in effect from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum.

 

Base Rate Margin: Two and fifteen hundredths percent (2.15%).

 

Borrowers: Sumter Place Borrower and, upon assumption by joinder of all obligations hereunder, Sumter Grand Borrower, jointly and severally, as applicable.

 

Breakage Costs: Collectively, (a) the cost to Lenders of re-employing funds bearing interest at an Adjusted LIBOR Rate, incurred (or expected to be incurred) in connection with (i) any payment of any portion of a Loan bearing interest at an Adjusted LIBOR Rate prior to the termination of any applicable LIBOR Rate Interest Period, or (ii) the conversion of an Adjusted LIBOR Rate to any other applicable interest rate on a date other than the last day of the relevant interest period, and (b) any amounts payable by a Borrower under any Interest Rate Agreement in connection with termination of such Agreement.

 

SECURED LOAN AGREEMENTPage 2
 

 

Business Day: A day of the year on which banks are not required or authorized to close in Brooklyn, Ohio.

 

Commitment: The maximum amount each Lender has agreed to lend to Borrowers as part of the Loan (which amounts are set forth below the signature line of each Lender), subject to modification by each Assignment and Assumption.

 

Control: As such term is used with respect to any person or entity, including the correlative meanings of the terms “controlled by” and “under common control with”, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

 

Debt Service Coverage: The ratio of (a) the NOI for the applicable period, to (b) the Implied Debt Service.

 

Debt Service Reserve: As such term is defined in Section 10.1(dd).

 

Default or default: Any event, circumstance or condition which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default hereunder.

 

Default Rate: A rate per annum equal to 3% (300 basis points) over the Adjusted Base Rate.

 

DSR Second Tranche: As such term is defined in Section 10.1(dd).

 

Eligible Assignee: (i) Any Lender; (ii) any commercial bank, savings bank, savings and loan association or similar financial institution which (a) has total assets of Five Billion Dollars ($5,000,000,000) or more, (b) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, (c) in the sole judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (d) in the sole judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank; (iii) any insurance company in the business of writing insurance which (a) has total assets of Five Billion Dollars ($5,000,000,000) or more (b) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (c) meets the requirements set forth in subclauses (c) and (d) of clause (ii) above; and (iv) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000) (including a mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars ($5,000,000,000) or more) which meets the requirement set forth in subclauses (c) and (d) of clause (ii) above; provided that each Eligible Assignee must (w) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (x) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (y) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time and (z) not be a Borrower or an Affiliate of a Borrower.

 

Environmental Documents: Collectively, the documents listed on Schedule I attached hereto.

 

Environmental Proceedings: As such term is defined in Section 3.1(c).

 

Environmental Report: As such term is defined in Section 8.1(n).

 

ERISA: The Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.

 

Extended Maturity Date: December 31, 2018

 

SECURED LOAN AGREEMENTPage 3
 

 

Extension Option: As such term is defined in Section 4.3(b).

 

Event of Default: As such term is defined in Article 14.

 

Federal Funds Effective Rate: Shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

 

Final Maturity Date: The date on which the Note matures, whether by acceleration, lapse of time or otherwise; provided, that such date shall be the Original Maturity Date, unless earlier accelerated as permitted herein or in any other Loan Document, subject to the Extension Option.

 

FIRREA: The Financial Institutions Reform, Recovery And Enforcement Act of 1989, as amended from time to time.

 

GAAP: Generally Accepted Accounting Principles.

 

Ground Lease(s): The Sumter Grand Ground Lease and the Sumter Place Ground Lease, individually each a “Ground Lease” and collectively the “Ground Leases”.

 

Governmental Approvals: As such term is defined in Section 3.1(j).

 

Governmental Authority: Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.

 

Gross Revenues: For any period, all revenues determined on a GAAP basis derived from the operation, use, leasing and occupancy of the Projects during such period; provided, however, that in no event shall Gross Revenues include (i) any loan proceeds, (ii) proceeds or payments under insurance policies (except proceeds of business interruption insurance); (iii) condemnation proceeds; (iv) any security deposits received from tenants in the Projects, unless and until the same are applied to rent or other obligations in accordance with the tenant’s lease; or (v) any other extraordinary items, in Agent’s reasonable discretion.

 

Guarantors: Sumter Place Operator and Sentio, on a joint and several basis.

 

Hazardous Material: Means and includes gasoline, petroleum, asbestos containing materials, explosives, radioactive materials or any hazardous or toxic material, substance or waste which is defined by those or similar terms or is regulated as such under any Law of any Governmental Authority having jurisdiction over the Project or any portion thereof or its use, including: (i) any “hazardous substance” defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14) as may be amended from time to time, or any so-called “superfund” or “superlien” Law, including the judicial interpretation thereof; (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (iii) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (iv) any petroleum, including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (vi) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910; and (vii) any other toxic substance or contaminant that is subject to any other Law or other past or present requirement of any Governmental Authority, as any such acts and laws may be amended, modified or supplemented from time to time.

 

Implied Debt Service: The total annual installments of principal and interest that would be required for the Loan Amount calculated based upon a thirty (30) year amortization schedule and a per annum interest rate equal to the greater of (i) six and one-half percent (6.50%), and (ii) the yield per annum as of the date of such calculation on U.S. Treasury securities selected in good faith by Agent, maturing approximately ten (10) years after the date of calculation, plus three percent (3.00%) per annum.

 

SECURED LOAN AGREEMENTPage 4
 

 

Improvements: The collective reference to the Sumter Place Improvements and the Sumter Grand Improvements; provided, however, that, on the date hereof, such term shall only include the Sumter Place Improvements. This term shall refer to the additional Improvements for all purposes as, and when, each applicable Project is acquired by the applicable Borrower.

 

Including or including: Including but not limited to.

 

Indebtedness: Shall mean the aggregate indebtedness of Borrowers to the Lenders under the Loan Documents.

 

Indemnity: As such term is defined in Section 4.2(e).

 

Initial Funding: As such term is defined in Section 4.1(b).

 

Interest Rate Protection Product: Shall mean a floating-to-fixed derivative, or other acceptable “cap” or limitation obtained by a Borrower, at its expense, to protect such Borrower from increases in the applicable LIBOR Rate, in an amount approved by Agent.

 

Interest Rate Agreement: Shall mean the document or instrument evidencing or creating the Interest Rate Protection Product which shall remain in effect from, or subsequent to, the Loan Opening Date.

 

KKR: KKR & Co. L.P., a Delaware limited partnership.

 

Land: The collective reference to the Sumter Place Land and the Sumter Grand Land; provided, however, that, on the date hereof, such term shall only include the Sumter Place Land. This term shall refer to the additional Land for all purposes as, and when, each applicable Project is acquired by the applicable Borrower.

 

Late Charge: As such term is defined in Section 4.6.

 

Laws: Collectively, all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction.

 

Leases: The collective reference to all leases, subleases and occupancy agreements affecting a Project or any part thereof now existing or hereafter executed and all amendments, modifications or supplements thereto.

 

LIBOR Adjustment Date: The tenth (10th) day of each calendar month.

 

LIBOR Business Day: A Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.

 

LIBOR Margin: Three and fifteen hundredths percent (3.15%).

 

LIBOR Rate: For any LIBOR Rate Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown by Reuters at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such LIBOR Rate Interest Period with a maturity approximately equal to such LIBOR Rate Interest Period and in an amount approximately equal to the amount to which such LIBOR Rate Interest Period relates, adjusted for reserves and taxes if required by future regulations. If Reuters no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Lenders in the London Interbank Market, Agent may select a replacement index.

 

LIBOR Rate Interest Period: With respect to each amount bearing interest at a LIBOR based rate, a period of one month, to the extent deposits with such maturity is available to the Lenders, commencing on a LIBOR Business Day provided, however, that each LIBOR Rate Interest Period shall end on the last LIBOR Adjustment Date occurring prior to the scheduled end of such LIBOR Rate Interest Period.

 

SECURED LOAN AGREEMENTPage 5
 

 

Loan: As such term is defined in Recital I on page 1 of this Agreement.

 

Loan Allocations: Shall mean, collectively, the Sumter Place Loan Allocation and the Sumter Grand Loan Allocation.

 

Loan Amount: The maximum amount of the Loan as set forth in Section 4.1(a) as reduced by (i) principal payments, if any, made from time to time, (ii) the amount of the Sumter Grand Project Holdback not yet disbursed in accordance herewith, and (iii) the amount of the Debt Service Reserve not yet disbursed in accordance herewith.

 

Loan Documents: The collective reference to this Agreement, the documents and instruments listed in Section 4.2, and all the other documents and instruments entered into from time to time, evidencing or securing the Loans or any obligation of payment thereof or performance of Borrowers’ obligations in connection with the transaction contemplated hereunder and any Interest Rate Agreements, each as amended from time to time.

 

Loan Opening Date: The date of this Agreement.

 

Material Adverse Change or material adverse change: The business prospects, operations or financial condition of a person, entity or property has changed in a manner which is reasonably likely to materially impair the value of Lenders’ security for the Loan, prevent timely repayment of the Loan or otherwise prevent the applicable person or entity from timely performing any of its material obligations under the Loan Documents.

 

Monthly Excess Cash Flow: The amount by which the monthly cash flow from the Projects exceeds the actual operating expenses for the Projects and all amounts payable under the Loan Documents for such month.

 

Mortgages: The collective reference to the Sumter Place Mortgage and the Sumter Grand Mortgage.

 

Net Operating Income or NOI: The difference between (i) the Gross Revenues for the applicable period, less (ii) the Operating Expenses for such period.

 

Notes: As such term is defined in Section 4.2(a).

 

Opening of the Loan or Loan Opening: The first disbursement of Loan proceeds.

 

Operating Deficit: As such term is defined in Section 10.1(dd).

 

Operating Expenses: For any period, the actual costs and expenses of owning, operating, managing and maintaining the Projects during such period incurred by Sumter Place Operator for Sumter Place Project and Sumter Grand Borrower for the Sumter Grand Project, determined on a GAAP basis, including, (i) $350 per unit annual replacement reserve, and (ii) the greater of (a) the actual management fees for the Projects during such period, and (b) a management fee in an amount equal to five percent (5%), excepting, however, (w) interest expense, (x) taxes, (y) depreciation and amortization, and (z) lease expense for such period.

 

Operating Statement: As such term is defined in Section 10.1(m).

 

Operator Guaranty: As such term is defined in Section 4.2(g).

 

Original Maturity Date: December 31, 2017.

 

Original Mortgage: That certain Mortgage and Security Agreement, dated April 17, 2013, as amended, made by Retirement One, LLC, in favor of Community & Southern Bank, securing, among other things, the Original Notes.

 

SECURED LOAN AGREEMENTPage 6
 

 

Original Notes: Collectively, those certain promissory notes made by Retirement One, LLC, payable to Community & Southern Bank in the maximum aggregate amount of $24,900,000.00.

 

Permitted Exceptions: The collective reference to the Sumter Place Permitted Exceptions and the Sumter Grand Permitted Exceptions.

 

Permitted Transfer: Provided no Event of Default exists, the following Transfers shall be permitted without Agent’s consent: (i) transfers done solely for estate planning purposes of direct or indirect interests in any Borrower or Guarantor to non-minor family members of the applicable transferor or trusts or other entities established solely for the benefit of, and controlled by, the applicable transferor or family members of such transferor; (ii) the acquisition by Sentinel REIH or any other entity holding a direct or indirect interest in Sentinel REIH (collectively with Sentinel REIH, the “Sentinel Entities”) of a majority of the limited partner interests in Sentio HPOP or a majority of the ownership interests in Guarantor so long as Sentio HPOP or another entity satisfactory to Agent provides a carveout guaranty to Agent in favor of the Lenders along with notice of such transfer prior thereto on substantially the same form as the Sentio Guaranty; (iii) transfers of shares in Guarantor (other than to the Sentinel Entities pursuant to (ii) above) so long as Guarantor remains a publicly registered real estate investment trust and no such transfer results in a change in Control in or over Guarantor; and (iv) any transfer, pledge or encumbrance of direct or indirect ownership interests in or cash flow or cash distributions attributable to direct or indirect ownership interests in the Sentinel Entities so long as following any such transfer, pledge or encumbrance KKR directly or indirectly Controls the Sentinel Entities which hold direct interests in Guarantor and Sentio HPOP [provided, however, that this clause (iv) shall not supersede the provisions of clause (ii) if the same are applicable to the underlying transaction.

 

Project(s): Shall mean, individually or collectively as applicable, any of the Sumter Place Project and the Sumter Grand Project; provided, however, that, on the date hereof, such term shall only include the Sumter Place Project. This term shall refer to the Sumter Grand Project for all purposes as, and when, Sumter Grand Borrower is acquired by Sentio Holdings.

 

Project Operating Account(s): As such term is defined in Section 4.1(d).

 

Project Release Implied Debt Service: The total annual installments of interest that would be required for the Loan Amount calculated based upon a per annum interest rate equal to the greater of (i) the Applicable Rate, and (ii) four percent (4.00%).

 

Project Release DSC: The ratio of (a) the NOI for the applicable period, to (b) the Project Release Implied Debt Service.

 

Project Rent Account(s): As such term is defined in Section 4.1(d).

 

Reimbursement Contracts: means all third-party reimbursement contracts relating to any Project which are now or hereafter in effect with respect to residents or patients qualifying for coverage under the same, including private insurance agreements, and any successor program or other similar reimbursement program and/or private insurance agreements, now or hereafter existing.

 

Release Price: For any Project, an amount equal to the greater of (i) one hundred percent (100%) of the net proceeds received by the applicable Borrower in connection with the sale or refinance of such Project, and (ii) the applicable Loan Allocation for such Project.

 

Required Lenders: Those Lenders holding at least sixty-six and 67/100th percent (66.67%) of the total outstanding principal balance of the Loans.

 

Reserve Percentage: For any LIBOR Rate Interest Period, that percentage which is specified three (3) Business Days before the first day of such LIBOR Rate Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over the Lenders for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for the Lenders with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such LIBOR Rate Interest Period and with a maturity equal to such LIBOR Rate Interest Period.

 

SECURED LOAN AGREEMENTPage 7
 

 

Sentio HPOP: Sentio Healthcare Properties OP, LP, a Delaware limited partnership

 

Sentinel REIH: Sentinel RE Investment Holdings, LP, a Delaware limited partnership.

 

Sentio: Sentio Healthcare Properties, Inc., a Maryland corporation.

 

Sentio Guaranty: As such term is defined in Section 4.2(c).

 

Sentio Holdings: Sumter Grand Owner, LLC, a Delaware limited liability company.

 

Sumter Grand Borrower: Retirement Two, LLC, aFlorida limited liability company.

 

Sumter Grand Closing: The consummation by Sentio Holdings of the transfer of equity in Sumter Grand Borrower to Sentio Holdings utilizing the Sentio Grand Loan Allocation to pay the purchase price in connection therewith.

 

Sumter Grand Ground Lease: First Amended and Restated Ground Lease, dated as of March 28, 2013, between GTMJ Investment Group, LLC, as lessor, and Retirement Two, LLC, as lessee, as amended.

 

Sumter Grand Loan Allocation: $24,294,600.00.

 

Sumter Grand Mortgage: An amended and restated Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, executed by Sumter Grand Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a valid leasehold mortgage on Sumter Grand Borrower’s leasehold estate in the Sumter Grand Project, subject only to the Sumter Grand Permitted Exceptions.

 

Sumter Grand Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-3 hereto to which title to the Sumter Grand Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Sumter Grand Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

Sumter Place Borrower: Sumter Place Owner, LLC, a Delaware limited liability company.

 

Sumter Place Ground Lease: First Amended and Restated Ground Lease, dated as of April 16, 2013, between GTMJ Investment Group, LLC, as lessor, and Retirement One, LLC, as lessee, as amended. The lessee’s interest therein having been validly assigned to Sumter Place Borrower prior to the execution hereof.

 

Sumter Place Loan Allocation: $28,860,000.00.

 

Sumter Place Mortgage: As such term is defined in Section 4.2(c).

 

Sumter Place Operating Sublease: That certain Sublease Agreement between Sumter Place Borrower and Sumter Place Operator.

 

Sumter Place Operator: Sumter Place TRS, a Delaware limited liability company.

 

SECURED LOAN AGREEMENTPage 8
 

 

Sumter Place Permitted Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-2 hereto to which title to the Sumter Place Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security interests created by the Sumter Place Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any) in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in writing.

 

Title Insurer: Old Republic National Title Insurance Company, or such other title insurance company licensed in the State as may be approved in writing by Agent.

 

Title Policies: As such term is defined in Section 8.1(a).

 

Transfer: As such term is defined in Section 12.1.

 

2.2.        Other Definitional Provisions.

 

All terms defined in this Agreement shall have the same meanings when used in the Note, Mortgages, any other Loan Documents, or any certificate or other document made or delivered pursuant hereto. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement.

 

ARTICLE 3
BORROWERS’ REPRESENTATIONS AND WARRANTIES

 

3.1.        Representations and Warranties.

 

To induce each of the Lenders to execute this Agreement and perform its respective obligations hereunder, Borrowers hereby represent and warrant to the Lenders as follows:

 

(a)          Sumter Place Borrower has, or will upon the acquisition thereof, a valid leasehold estate in the Sumter Place Project pursuant to the Sumter Place Ground Lease, subject only to the Sumter Place Permitted Exceptions.

 

(b)         Sumter Grand Borrower has, or will upon the acquisition of the Sumter Grand Borrower by Sentio Holdings, a valid leasehold estate in the Sumter Grand Project pursuant to the Sumter Grand Ground Lease, subject only to the Sumter Grand Permitted Exceptions.

 

(c)          No litigation or proceedings are pending, or to the best of Borrowers’ knowledge threatened in writing, against any Borrower or Guarantor, which could, if adversely determined, cause a Material Adverse Change with respect to any Borrower, Guarantor or Project. To the best of Borrowers’ knowledge, there are no pending environmental proceedings, whether civil (including actions by private parties), criminal, or administrative proceedings, relating to any Project (collectively, “Environmental Proceedings”), and Borrowers have no knowledge of any threatened (in writing) Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings.

 

(d)         Sumter Place Borrower and Sumter Place Operator is each a duly organized and validly existing Delaware limited liability company and has full power and authority to execute, deliver and perform all Loan Documents to which such Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of such Person. Sumter Grand Borrower is a duly organized and validly existing Florida limited liability company and has full power and authority to execute, deliver and perform all Loan Documents to which such Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of such Person.

 

SECURED LOAN AGREEMENTPage 9
 

 

(e)          Sentio is a duly organized and validly existing Maryland corporation and has full power and authority to execute, deliver and perform all Loan Documents to which such person is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of such person.

 

(f)          No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor, partner or member of any Borrower or Guarantor, is required in connection with the execution, delivery and performance of this Agreement or any of the Loan Documents other than the recordation of the Mortgages, the Assignments of Rents and UCC-1 Financing Statements, except for such consents, approvals or authorizations of or declarations or filings with any Governmental Authority or non-governmental person or entity where the failure to so obtain would not have an adverse effect on any Borrower or Guarantor or which have been obtained as of any date on which this representation is made or remade.

 

(g)          The execution, delivery and performance of this Agreement, the execution and payment of the Notes and the granting of the Mortgages and other security interests under the other Loan Documents have not constituted and will not constitute, upon the giving of notice or lapse of time or both, a breach or default under any other agreement to which any Borrower or Guarantor is a party or may be bound or affected, or a violation of any law or court order which may affect any Project, any part thereof, any interest therein, or the use thereof.

 

(h)          There is no default under this Agreement or the other Loan Documents, nor any condition which, after notice or the passage of time or both, would constitute a default or an Event of Default under said documents.

 

(i)           (i) No condemnation of any portion of any Project, (ii) no condemnation or relocation of any roadways abutting any Project, and (iii) no proceeding to deny access to any Project from any point or planned point of access to such Project, has commenced or, to the best of Borrowers’ knowledge, is contemplated by any Governmental Authority.

 

(j)           To the best of Borrowers’ knowledge, the current use of each Project does not violate (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting such Project or any part thereof. To the best knowledge of Borrowers, no Project violates (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting such Project or any part thereof. To the best of Borrowers’ knowledge, neither the zoning authorizations, approvals or variances nor any other right to own or to use any Project is to any extent dependent upon or related to any real estate other than the Land applicable to such Project. Except as provided for herein, all consents, licenses and permits and all other authorizations or approvals (collectively, “Governmental Approvals”) required for the ownership and operation of each Project as an AL/MC or an independent living facility, as the case may be, have been obtained and maintained in full force and effect. Notwithstanding the foregoing, at Closing, Sumter Place Operator will not possess the licenses required to operate the Sumter Place Project as an AL/MC and adult day care facility. Accordingly, Sumter Place Operator and Retirement One, LLC, a Florida limited liability company will enter into a transition period sublease of the Sumter Place Ground Lease so that the Project may continue to be operated on and after the date hereof pending the transfer, issuance or re-issuance of all required licenses or permits.

 

(k)          To the best of Borrowers’ knowledge, each Project has adequate water, gas and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between such Project and public highways; to the best of Borrowers’ knowledge, none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any applicable Laws.

 

(l)           No brokerage fees or commissions are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.

 

(m)         To the best of Borrowers’ knowledge, financial statements and other information previously furnished by any Borrower or Guarantor to Lender in connection with the Loan are true, complete and correct and fairly present the financial conditions of the subjects thereof as of the respective dates thereof and do not fail to state any material fact necessary to make such statements or information not misleading, and no Material Adverse Change with respect to any Borrower or Guarantor has occurred since the respective dates of such statements and information. To the best of Borrowers’ knowledge, none of any Borrower, nor Guarantor has any material liability, contingent or otherwise, not disclosed in such financial statements.

 

SECURED LOAN AGREEMENTPage 10
 

 

(n)          As of the date hereof and except as disclosed in the Environmental Report, (i) each Project is in a clean, safe and healthful condition, and, except for materials used in the ordinary course of construction, maintenance and operation of such Project, is free of all Hazardous Material and is in compliance with all applicable Laws; (ii) none of the Borrowers nor, to the best knowledge of Borrowers, any other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under, at or in a manner to affect any Project in violation of any applicable Laws, or any part thereof, and no Project has ever been used (whether by any Borrower or, to the best knowledge of Borrowers, by any other person or entity) for any activities involving, directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material in violation of any applicable Laws; (iii) no Project, nor any Borrower is subject to any existing, pending, or, to the best of Borrowers’ knowledge, threatened investigation or inquiry by any Governmental Authority, and no Project is subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) to the best of Borrowers’ knowledge, there are no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any sort on, under or affecting any Project.

 

(o)          Each Project is taxed separately without regard to any other property and for all purposes the Project may be mortgaged, conveyed and otherwise dealt with as an independent parcel.

 

(p)          None of the Borrowers nor their respective agents have entered into any Leases, subleases or other arrangements for occupancy of space within each Project other than the Ground Leases, the Sumter Place Operating Sublease, resident agreements and leases for space of less than 1,000 square feet.

 

(q)          Except as set forth on the applicable survey delivered to Agent for each Project, no portion of the Improvements encroaches upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which any Borrower is aware or has reason to believe may exist) with respect to such Project.

 

(r)           The Loan is not being made for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation T, U or X issued by the Board of Governors of the Federal Reserve System, and each Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System.

 

(s)           No Borrower is a party in interest to any plan defined or regulated under ERISA, and none of the assets of the Borrowers are “plan assets” of any employee benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.

 

(t)           No Borrower is a “foreign person” within the meaning of Section 1445 or 7701 of the Internal Revenue Code.

 

(u)          No Borrower uses any trade name other than its actual name set forth herein. The principal place of business of Borrower is as stated in Article 17.

 

(v)          Sumter Place Borrower’s place of organization is the State of Delaware and Sumter Grand Borrower’s place of organization is the State of Florida.

 

(w)          All statements set forth in the Recitals are true and correct.

 

(x)           No Borrower, nor any Guarantor is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, each Borrower hereby agrees to provide Agent with any additional information that any Lender deems necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering and similar activities.

 

SECURED LOAN AGREEMENTPage 11
 

 

(y)          The Sumter Place Operating Sublease is in full force and effect. To Borrower’s knowledge, there are no defaults (either monetarily or non-monetarily) by Sumter Place Operator or Sumter Place Borrower under the Sumter Place Operating Sublease.

 

(z)           Each of the Sumter Place Ground Lease and the Sumter Grand Ground Lease is, or in the case of the Sumter Grand Ground Lease will be on the date the Sumter Grand Loan Allocation is funded, in full force and effect.

 

(aa)         No Borrower has entered into this Agreement or any of the other Loan Documents with the actual intent to hinder, delay, or defraud any creditor, and each Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the transactions contemplated by the Loan Documents, the fair saleable value of each Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, be greater than such Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and mature. Each Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. No Borrower intends to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of each Borrower).

 

(bb)        After consultation with counsel concerning the federal anti-kickback law (42 U.S.C.A. SEC. 1320a-7b(b)), neither any Borrower nor its agent have offered or given any remuneration or thing of value to any person to encourage referral to the Projects nor has any Borrower or its agent solicited or received any remuneration or thing of value in exchange for any Borrower’s agreement to make referrals or to purchase goods or services for the Projects.

 

(cc)         Except for indirect ownership interests in any Borrower as a result of ownership of publicly traded shares of stock in Sentio, no physician or other healthcare practitioner has an ownership interest in any Borrower, any Project or, to the best of Borrowers’ knowledge, the Sumter Place Operator.

 

(dd)        No Borrower nor the Sumter Place Operator has granted to any third party the right to reduce the number of licensed beds in any Project or to apply for approval to transfer the right to any or all of the licensed beds to any other location.

 

(ee)         No Borrower nor any Guarantor or Project is currently the subject of any proceeding by any governmental agency, and no notice of any violation has been received by any Borrower or Guarantor from any federal, state or local government or quasi-governmental body or agency or any administrative or investigative body that would, directly or indirectly, or with the passage of time:

 

(i)            have a material adverse impact on a Borrower’s or the Sumter Place Operator’s ability to accept and/or retain residents or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible residents;

 

(ii)           modify, limit or annul or result in the transfer, suspension, revocation or imposition of probationary use of any of the permits; or

 

(iii)          affect a Borrower’s continued participation in Third-Party Payors’ Programs, or any successor programs thereto, at current rate certifications.

 

SECURED LOAN AGREEMENTPage 12
 

 

3.2.        Survival of Representations and Warranties.

 

Each Borrower agrees that all of the representations and warranties set forth in Section 3.1 and elsewhere in this Agreement are true as of the date hereof, will be true at the Loan Opening and, except for matters which have been disclosed by Borrowers and approved by Agent in writing, at all times thereafter. Each request for a disbursement under the Loan Documents from the Sumter Grand Project Holdback or the Debt Service Reserve shall constitute a reaffirmation of such representations and warranties, as deemed modified in accordance with the disclosures made and approved as aforesaid, as of the date of such request. It shall be a condition precedent to the Loan Opening and each subsequent disbursement that each of said representations and warranties is true and correct as of the date of such requested disbursement. Each disbursement from the Sumter Grand Project Holdback and the Debt Service Reserve shall be deemed to be a reaffirmation by Borrowers that each of the representations and warranties is true and correct as of the date of such disbursement. In addition, at Lender’s request, Borrowers shall reaffirm such representations and warranties in writing prior to each disbursement hereunder.

 

ARTICLE 4
LOAN AND LOAN DOCUMENTS

 

4.1.        Agreement to Borrow and Lend; Lenders’ Obligation to Disburse.

 

Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrowers agree to borrow from the Lenders and each Lender agrees to lend to Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If more than one Lender is a party hereto, the obligations of each such Lender with respect to the amount it has agreed to loan to Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance.

 

(a)          The maximum aggregate amount of the Loan shall not exceed the lesser of (i) Fifty-Three Million One Hundred Fifty-Four Thousand Six Hundred and No/100 Dollars ($53,154,600.00), (ii) sixty percent (60%) of the “as-is” fair market value for the Projects as determined in an Appraisal, (iii) sixty percent (60%) of the total actual cost (including closing costs and reserves) of the Projects as shown in the applicable closing statements, and (iv) such amount as will result in a Debt Service Coverage of at least (A) 1.40 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Place Project as shown in an Appraisal, and (B) 1.35 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Grand Project as shown in an Appraisal. The Loan will be funded in one or more advances commencing on the Loan Opening Date. The Loan is non-revolving, and amounts repaid hereunder shall not be available for further borrowing hereunder.

 

(b)          The Lenders agree, upon Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to any Borrower, Guarantor or Project and no default or Event of Default has occurred and is continuing hereunder, to open the Loan, subject to the other provisions of this Agreement, and fund a first advance of $28,860,000.00 (the “Initial Funding”) of the Loan in connection with the Sumter Place Project. The Sumter Grand Project Holdback and the Debt Service Reserve shall be available to Borrowers for (i) the closing of the acquisition of the equity in the Summer Grand Borrower by Sentio Holdings subject to the conditions set forth in (c) below, and (ii) the purposes set forth in Section 10.1(dd).

 

(c)          After the Loan Opening Date, Borrowers shall be entitled to additional advances of the under the Loan upon receipt of written request for disbursement and satisfaction of the conditions thereto as set forth herein and, with respect to the Debt Service Reserve, in Section 10.1(dd). Within seven (7) Business Days after the written request by Borrowers for the disbursement by Lenders of any portion of the Sumter Grand Project Holdback, the Lenders shall fund the Sumter Grand Project Holdback to Borrowers, provided that (i) no Material Adverse Change has occurred with respect to any Borrower, Guarantor or Project, (ii) no Event of Default and no material default exists hereunder or under any other Loan Document, (iii) all representations and warranties of Borrowers hereunder shall be deemed remade as of the requested date of funding, and (vi) Agent has received evidence satisfactory to Agent that all conditions set forth in Section 8.1 and 8.3 are fully satisfied as of the applicable disbursement date.

 

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(d)          Borrowers and Sumter Place Operator shall open deposit accounts for each Project with Agent (such account of Sumter Place Borrower shall be the “Project Rent Account” and of Sumter Place Operator and Sumter Grand Borrower shall each be a “Project Operating Account”). Thereafter, all rent received by Sumter Place Borrower under the Sumter Place Operating Sublease shall be deposited in the Project Rent Account and all cash flow from each Project received by Sumter Grand Borrower and Sumter Place Operator shall be deposited in the applicable Project Operating Account. During the existence of an Event of Default, all such rent and cash flow shall be available for payment of debt service on the Loan, and Agent, for the pro rata benefit of the Lenders, is authorized to pay principal or interest due upon the Notes during the existence of an Event of Default as well as real estate taxes if the same are not paid by the applicable Borrower or Sumter Place Operator prior to delinquency by debiting funds on deposit in the Project Rent Account and the Project Operating Accounts. Unless an Event of Default shall exist, Borrowers and Sumter Place Operator shall have access to and may use any or all the funds then held in the Project Rent Account or the Project Operating Accounts, respectively, for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors as permitted under the provisions of this Agreement, including, without limitation, Section 10.1(w).

 

4.2.        Loan Documents.

 

Each Borrower agrees that it will, on or before the Loan Opening Date, execute and deliver or cause to be executed and delivered to Agent the following documents in form and substance acceptable to Agent:

 

(a)          One or more promissory notes (the “Notes”), in the maximum amount of the Loan, executed by Borrowers and payable to the order of each Lender in the amount of such Lender’s Commitment.

 

(b)          A Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Sumter Place Mortgage”), executed by Sumter Place Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers in connection with the Loan, granting a leasehold mortgage on Sumter Place Borrower’s leasehold estate in the Sumter Place Project, subject only to the Sumter Place Permitted Exceptions.

 

(c)           A Guaranty Agreement ( the “Sentio Guaranty”) executed by Sentio and pursuant to which Sentio guarantees the “Guaranteed Indebtedness” as such term is therein defined.

 

(d)          A Payment Guaranty from Sumter Place Operator (collectively the “Operator Guaranty”) pursuant to which Sumter Place Operator guarantees, on a joint and several basis, the “Guaranteed Indebtedness” as such term is therein defined.

 

(e)           One environmental indemnity for each Project (collectively, the “Indemnity”) from the applicable Borrower and Guarantors indemnifying Agent and the Lenders with regard to all matters related to Hazardous Materials and other environmental matters for each such Project.

 

(f)           The Assignments of Rents for the Sumter Place Project.

 

(g)          A security agreement executed by the Sumter Place Operator pursuant to which the Sumter Place Operator pledges all of its interests in the Sumter Place Project as collateral security for the obligations of Borrowers under the Loan Documents.

 

(h)          That certain Assignment of Notes, Mortgage, Security Agreement and Financing Statement and Assignment of Leases and Rents (the “Assignment of Notes and Mortgage”), executed by Community & Southern Bank in favor of Agent assigning to Agent, among other things, the Original Notes and the Original Mortgage.

 

(i)           Such UCC financing statements as Agent’s counsel determines are advisable or necessary to perfect or notify third parties of the security interests intended to be created by the Loan Documents.

 

(j)           Such other documents, instruments or certificates as Agent and its counsel may reasonably require, including such documents as Agent in its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Agreement and the Loan Documents, and to comply with the laws of the State.

 

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4.3.        Term of the Loan.

 

(a)          Unless the Loan is otherwise earlier accelerated as permitted herein or under any other Loan Document, all principal, interest and other sums due under the Loan Documents shall be due and payable in full on the Original Maturity Date, subject to the Extension Option. The terms and provisions of this Section 4.3 (and any extension of the Original Maturity Date pursuant hereto) shall not constitute a waiver of the requirement that any modification of the Note or any of the Loan Documents shall require the express written approval of Agent, no such approval (either expressed or implied) having been given as of the date hereof (other than as expressly set forth herein). The Extension Option shall automatically expire and terminate, and shall thereafter be null and void, if Borrowers do not duly elect such Extension Option expressly in accordance therewith.

 

(b)          Borrowers shall have the right to extend the Original Maturity Date through the Extended Maturity Date (“Extension Option”) provided that Borrowers satisfy the following conditions precedent:

 

(i)            The delivery by Borrowers to Agent not less than thirty (30) days prior to the Original Maturity Date (but not more than ninety (90) days prior to such Original Maturity Date) of written notice of Borrower’s election to exercise the extension of the Original Maturity Date (which notice shall also represent and warrant that as of the date thereof there shall exist no uncured Event of Default or any event which, with the passage of time or the giving of notice, would constitute an Event of Default;

 

(ii)          As of the Original Maturity Date, there shall exist no uncured Event of Default or any event which, with the passage of time or the giving of notice, would constitute an Event of Default;

 

(iii)          Borrowers shall, on the Original Maturity Date, pay to Agent, for the benefit of the Lenders, of an extension fee in an amount equal to the product of twenty-five basis points (0.25%) times the Loan Amount;

 

(iv)         Borrowers shall have delivered to Agent evidence satisfactory to Agent that (A) that the fair market value for the Projects on an “as is” basis as shown in a current Appraisal is not less than an amount such that the Loan Amount as of the Original Maturity Date is equal to or less than sixty percent (60%) of such value, and (B) each Project has achieved a Debt Service Coverage of at least (1) 1.40 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Place Project for the most recently ended quarter, and (2) 1.35 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Grand Project for the most recently ended quarter; and

 

(v)          Borrowers shall pay all reasonable expenses not to exceed $5,000.00, including (without limitation) reasonable attorneys’ fees and legal expenses, incurred by Agent in connection with determining whether the conditions set forth in this Agreement are fully satisfied and the resulting granting of or refusal to grant the Extension Option by the Lenders (and in connection with the preparation and execution of any documentation therefor).

 

4.4.        Prepayments.

 

Borrowers shall have the right to make prepayments of the Loan, in whole or in part, without prepayment penalty other than any Breakage Costs so long as each such prepayment is made (i) upon not less than seven (7) days’ prior written notice to Agent, and (ii) in minimum increments of $500,000.00. No prepayment of all or part of the Loan shall be permitted unless same is made together with the payment of all interest accrued on the Loan through the date of prepayment and an amount equal to all Breakage Costs and attorneys’ fees and disbursements incurred by each Lender as a result of the prepayment.

 

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4.5.        Required Principal Payments.

 

In addition to and not in lieu of each monthly interest payment required under Section 5.1(a), if Borrowers exercise the Extension Option in accordance herewith, principal under the Notes shall be due and payable in monthly installments, commencing on January 10, 2018, and continuing on the tenth (10th) day of each successive month thereafter until the Extended Maturity Date. Each such installment shall be in an amount sufficient to fully amortize the Loan on a thirty (30) year amortization schedule at per annum interest rate of six and one-half percent (6.5%). Notwithstanding anything to the contrary, the aggregate outstanding balance of the Loan plus all accrued but unpaid interest shall be due and payable in full on the Final Maturity Date.

 

4.6.        Late Charge.

 

Any and all amounts due hereunder or under the other Loan Documents which remain unpaid more than ten (10) days after the date said amount was due and payable shall incur a fee (the “Late Charge”) of four percent (4%) of said amount, which payment shall be in addition to all of Lenders’ other rights and remedies under the Loan Documents, provided that no Late Charge shall apply to the final payment of principal on the Final Maturity Date.

 

ARTICLE 5
INTEREST

 

5.1.        Interest Rate.

 

(a)          The Loan will bear interest at the Applicable Rate, unless the Default Rate is applicable. Except as expressly provided herein, the Adjusted LIBOR Rate shall be the “Applicable Rate”. Borrowers shall pay interest in arrears on the tenth (10th) day of every calendar month in the amount of all interest accrued and unpaid. All payments (whether of principal or of interest) shall be deemed credited to Borrowers’ account only if received by 12:00 noon Brooklyn, Ohio, time on a Business Day; otherwise, such payment shall be deemed received on the next Business Day.

 

(b)          If Agent determines in its reasonable discretion (i) that Dollar deposits in an amount approximately equal to the Loan for the designated LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii) that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate on such portion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting the London interbank market generally, (iii) that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate would be in excess of the maximum interest rate which Borrowers may by law pay, then, in any such event, Agent shall so notify Borrowers and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clause (ii) or (iv) above, or as of the expiration of the applicable LIBOR Rate Interest Period with respect to an event described in clause (i) or (iii) above, bear interest at the Adjusted Base Rate (or such lower rate as required by applicable law) until such time as the situations described above are no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate. At no time may there be more than three (3) LIBOR Rate Interest Periods in effect with respect to the Loan.

 

(c)          Interest at the Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment.

 

(d)          Borrowers shall pay all Breakage Costs incurred from time to time by Lenders upon demand.

 

(e)          If the introduction of or any change in any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations regarding the accrual of interest on the Loan at the Adjusted LIBOR Rate as contemplated by the Loan Documents, then (1) Agent shall notify Borrowers that Lenders are no longer able to maintain the Applicable Rate at an Adjusted LIBOR Rate, (2) the Applicable Rate for any portion of the Loan for which the Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (3) Borrowers shall pay to Agent the amount of Breakage Costs (if any) incurred in connection with such conversion. Thereafter, the Loan shall accrue interest at the Adjusted Base Rate until such time as the situation described herein is no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate.

 

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(f)          The Loan shall bear interest at the Default Rate upon the election of the Lenders at any time at which an Event of Default shall exist.

 

ARTICLE 6
COSTS OF MAINTAINING LOAN

 

6.1.        Increased Costs and Capital Adequacy.

 

(a)          Borrowers recognize that the cost to the Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay Agent for the pro rata benefit of the Lenders additional amounts to compensate the Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrowers as a result of:

 

(i)           any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Agent (other than taxes imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lenders (which includes the Loan or any applicable portion thereof), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to such Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrower by Lenders under the Loan Documents; or

 

(ii)          the maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof).

 

(b)          If the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on Lender’s capital to a level below that which Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction with respect to any portion of the Loan outstanding.

 

(c)          Any amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within ten (10) days of receipt by Borrowers of a certificate signed by an authorized officer of Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest error. Failure on the part of Agent to demand payment from Borrowers for any such amount attributable to any particular period shall not constitute a waiver of each Lender’s right to demand payment of such amount for any subsequent or prior period. Agent shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided, however, that any failure by Agent to so notify Borrowers shall not affect Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.

 

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6.2.        Borrower Withholding.

 

If by reason of a change in any applicable Laws occurring after the date hereof, any Borrower is required by Law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any Lender), duties or other charges from any payment due under the Notes, the sums due from such Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

 

ARTICLE 7
LOAN EXPENSE AND ADVANCES

 

7.1.        Loan and Administration Expenses.

 

Each Borrower unconditionally agrees to pay all reasonable expenses of the Loan, including all amounts payable pursuant to Sections 7.2 and 7.3 and any and all other fees owing to Agent or any Lender pursuant to the Loan Documents, and also including, without limiting the generality of the foregoing, all recording, filing and registration fees and charges, mortgage or documentary taxes, all insurance premiums, title insurance premiums and other charges of each Title Insurer, printing and photocopying expenses, survey fees and charges, cost of certified copies of instruments, cost of premiums on surety company bonds and the Title Policies, at the promulgated rates, if applicable, charges of a Title Insurer or other escrowee for administering disbursements, all fees and costs of Agent’s Environmental Report, all appraisal fees, insurance consultant’s fees, travel related expenses and all costs and expenses incurred by Agent in connection with the determination of whether or not Borrowers have performed the obligations undertaken by Borrowers hereunder or have satisfied any conditions precedent to the obligations of each Lender hereunder and, if any default or Event of Default occurs hereunder or under any of the Loan Documents or if the Loan or the Notes or any portion thereof is not paid in full when and as due, all costs and expenses of Lenders (including, without limitation, court costs and counsel’s fees and disbursements) incurred in attempting to enforce payment of the Loan and expenses of Agent and each Lender incurred (including court costs and counsel’s fees and disbursements) in attempting to realize, while a default or Event of Default exists, on any security or incurred in connection with the sale or disposition (or preparation for sale or disposition) of any security for the Loan. Each Borrower agrees to pay all brokerage, finder or similar fees or commissions payable in connection with the transactions contemplated hereby and shall indemnify and hold Agent and the Lenders harmless against all claims, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising in relation to any claim by broker, finder or similar person.

 

7.2.        Lender’s Attorneys’ Fees and Disbursements.

 

Borrowers agree to pay the reasonable attorneys’ fees of the Lenders and disbursements incurred in connection with the Loan, including (i) the preparation of this Agreement, any intercreditor agreements and the other Loan Documents and the preparation of the closing binders, (ii) the disbursement, syndication, amendment and administration of the Loan and (iii) the enforcement of the terms of this Agreement and the other Loan Documents.

 

7.3.        Time of Payment of Fees and Expenses.

 

Borrowers shall pay all expenses and fees incurred as of the Loan Opening on the Loan Opening Date (unless sooner required herein). At the time of the Opening of the Loan, Agent may pay from the proceeds of the initial disbursement of the Loan all Loan expenses. Agent is hereby authorized, without any specific request or direction by Borrowers, to make disbursements from time to time in payment of or to reimburse Agent for all reasonable Loan expenses and fees.

 

7.4.        Expenses and Advances Secured by Loan Documents.

 

Any and all advances or payments made by any Lender under this Article 7 from time to time, and any amounts expended by Agent pursuant to this Agreement, shall, as and when advanced or incurred, constitute additional indebtedness evidenced by the Notes and secured by the Mortgage and the other Loan Documents.

 

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7.5.        Right of Lender to Make Advances to Cure Borrowers’ Defaults.

 

In the event that any Borrower fails to perform any of such Borrower’s covenants, agreements or obligations contained in this Agreement or any of the other Loan Documents (after the expiration of applicable grace periods, except in the event of an emergency or other exigent circumstances), Agent may (but shall not be required to) perform any of such covenants, agreements and obligations, and any amounts expended by Agent in so doing and shall constitute additional indebtedness evidenced by the Notes and secured by the Mortgages and the other Loan Documents and shall bear interest at the Default Rate.

 

ARTICLE 8
REQUIREMENTS PRECEDENT
TO THE OPENING OF THE LOAN AND ANY SUBSEQUENT DISBURSEMENT

 

8.1.        Conditions Precedent to Closing and Opening of the Loan.

 

Borrowers agree that the obligation of the Lenders’ to open the Loan is conditioned upon Borrowers’ performance and satisfaction of the following conditions precedent in form and substance satisfactory to Agent in its reasonable discretion:

 

(a)          Borrowers shall have furnished to Agent ALTA Mortgagee Title Insurance Policies, issued by the Title Insurer in the maximum amount of the Loan Allocation for each Project, insuring the lien of each applicable Mortgage as a valid first, prior and paramount lien upon the applicable Project and all appurtenant easements, and subject to no exceptions other than the applicable Permitted Exceptions (collectively, the “Title Policies”). The Title Policies shall satisfy the requirements of Exhibit C attached hereto and made a part hereof;

 

(b)          Borrowers shall have furnished an ALTA plat of survey of each applicable Project prepared and certified by a surveyor licensed in the state in which the respective Land is located and otherwise satisfactory to Agent, in triplicate, showing, through the use of course bearings and distances, (i) all foundations of the Improvements in place; (ii) the dimensions and locations of all easements and roads or rights of way and setback lines, if any, affecting each Project, or required by subsection (i) of this Section and that the same are unobstructed; (iii) the dimensions, boundaries and square footage of the applicable Improvements, if any; (iv) that all foundations and other structures are within the lot lines and in compliance with any restrictions of record or ordinances relating to the location thereof; (v) the dimensions of all buildings and improvements, if any, and distance of such buildings and improvements from the lot lines; (vi) no encroachments by any improvements located on adjoining property, except as approved by Agent; (vii) whether or not the applicable Project is located within a flood plain or flood hazard area; (viii) the location of adjoining streets and utilities and the distance and name of the nearest intersecting streets; (ix) the dimensions and locations of all exterior parking areas, if any; and (x) such additional information which may be required by Agent. Each such survey shall be dated no earlier than ninety (90) days prior to the Loan Opening, shall be made (and certified to have been made) as set forth in Exhibit D attached hereto and made a part hereof. Such survey shall include the legal description of the applicable Land;

 

(c)          Borrowers shall have furnished to Agent prior to the Loan Opening Date satisfactory evidence that insurance coverages are in effect with respect to each applicable Project and Sumter Place Operator and Borrowers, in accordance with the Insurance Requirements attached hereto as Exhibit E, for which the premiums have been fully prepaid with endorsements satisfactory to Agent;

 

(d)          Borrowers shall have furnished evidence that no litigation or proceedings shall be pending or, to the best of Borrowers’ knowledge, threatened in writing which could or might cause a Material Adverse Change with respect to any Borrower, Guarantor, or Project;

 

(e)          Borrowers shall have furnished to Agent an opinion from counsel for Borrowers and Guarantors covering due authorization, execution and delivery and enforceability of the Loan Documents and also containing such other legal opinions as Agent shall require;

 

(f)          Agent shall have obtained one or more Appraisals, which Appraisals must be satisfactory to Agent in all respects;

 

SECURED LOAN AGREEMENTPage 19
 

 

(g)          Borrowers shall have furnished to Agent a property condition report for each Project;

 

(h)          Borrowers shall have furnished to Agent current bankruptcy, federal tax lien and judgment searches and searches of all Uniform Commercial Code financing statements filed in each place UCC Financing Statements are to be filed hereunder, demonstrating the absence of adverse claims;

 

(i)           Borrowers shall have furnished to Agent current annual financial statement of Sentio, and such other persons or entities connected with the Loan as Agent may request, each in form and substance and certified by Borrowers or Sentio, as applicable, as acceptable to Agent. Sentio shall provide such other additional financial information Agent reasonably requires;

 

(j)           Borrowers shall have furnished to Agent legible copies of all title exception documents cited in the Title Policy and all other legal documents affecting each applicable Project or the use thereof;

 

(k)          Agent has received evidence that no portion of the Projects is located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or flood hazard insurance acceptable to Agent in its sole discretion;

 

(l)           If any Title Policy does not include a zoning endorsement, Borrowers shall have furnished to Agent a zoning report for each applicable Project in form satisfactory to Agent;

 

(m)          Borrowers shall have furnished to Agent proof satisfactory to Agent of authority, formation, organization and good standing in the state of its incorporation or formation and, if applicable, qualification as a foreign entity in good standing in the state of its incorporation or formation, of all corporate, partnership, trust and limited liability company entities (including each Borrower and Guarantor) executing any Loan Documents, whether in their own name or on behalf of another entity. Borrower shall also provide certified resolutions in form and content satisfactory to Agent, authorizing execution, delivery and performance of the Loan Documents, and such other documentation as Agent may reasonably require to evidence the authority of the persons executing the Loan Documents;

 

(n)          Borrowers shall have furnished an environmental report (“Environmental Report”) for each applicable Project prepared at Borrowers’ expense by a qualified environmental consultant approved by Agent. The environmental survey shall, at a minimum, (a) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at each Project, except as acceptable to Agent in its sole and absolute discretion, (b) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at any Project, including the results of leak detection tests for each underground storage tank located at such Project, if any, (c) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Material or underground storage tanks from any Project was completed in accordance with applicable Laws, and (e) confirm whether or not the Land is located in a wetlands district;

 

(o)          Borrowers shall have delivered to Agent a copy of the executed Sumter Place Operating Sublease;

 

(p)          There shall be no uncured Default or Event of Default by any Borrower hereunder;

 

(q)          Borrowers shall have delivered to Agent copies of the current licenses for each applicable Project;

 

(r)           Borrowers shall have delivered to Agent a pro forma covenant compliance certificate in the form attached hereto as Exhibit G;

 

(s)           Borrowers shall have delivered to Agent fully executed and complete copies of the Sumter Place Ground Lease and the Sumter Grand Ground Lease;

 

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(t)           Borrowers shall have delivered to Agent fully executed ground lessor estoppels and consents for each Project; and

 

(u)          Borrowers shall have furnished to Agent such other materials, documents, papers or requirements regarding any Project, Borrowers and Guarantor as Agent shall reasonably request.

 

The conditions contained in this Section 8.1 are for the sole benefit of the Lenders, and Agent, on behalf of the Lenders, may, in its sole discretion, waive Borrowers’ compliance with any one (1) or more conditions; provided, that, in no event shall the waiver of one (1) condition by Agent constitute the waiver of any other condition listed above.

 

8.2.        Monthly Payouts.

 

After the Opening of the Loan, further disbursements of the Loan shall be made from time to time, but no more frequently than once in each calendar month at Lender’s sole discretion (other than with respect to the acquisition of the Sumter Grand Project in which case the Borrowers may obtain two disbursements during the applicable month) and subject to Section 4.1(c); provided, however, that the obligation of the Lenders to fund any disbursements for the Sumter Grand Project shall terminate on February 28, 2015. Thereafter, only amounts under the Debt Service Reserve shall be available to Borrowers in accordance with the other provisions of this Agreement.

 

8.3.        Documents to be Furnished for Each Disbursement.

 

As a condition precedent to each disbursement of a portion of the Sumter Grand Holdback, Borrowers shall furnish or cause to be furnished to Agent the following documents covering each disbursement, in form and substance satisfactory to Lender:

 

(a)          A completed Borrower’s Certificate executed by an Authorized Representative in the form of Exhibit I attached hereto or such other form as may be approved by Agent;

 

(b)          A completed pro forma covenant compliance certificate in the form attached hereto as Exhibit G;

 

(c)          The Sumter Grand Mortgage;

 

(d)          The applicable Assignment of Rents for Sumter Grand Project;

 

(e)           A joinder in form acceptable to Agent pursuant to which Sumter Grand Borrower assumes all obligations of a borrower under the Loan Documents and joins therein as a “Borrower” for all purposes.

 

(f)           An assignment and subordination of the management agreement for the applicable Project in form and substance satisfactory to Agent in all respects;

 

(g)          The items covered in subparagraphs a, b, c, e, f, g, j, k, l, n, o and q of Section 8.1 for the Grand Project; and

 

(h)          Such other instruments, documents and information the Title Insurer may reasonably request.

 

Disbursements shall be made approximately seven (7) Business Days after receipt of all information required by Lender to approve the requested disbursements.

 

SECURED LOAN AGREEMENTPage 21
 

 

ARTICLE 9
RESERVED

 

ARTICLE 10
BORROWERS’ AGREEMENTS

 

10.1.      Borrowers further covenant and agree as follows:

 

(a)          Opening of Loan on the Loan Opening Date. All conditions precedent to the Opening of the Loan shall be complied with on or prior to the Loan Opening Date. If such conditions are not complied with as of the Loan Opening Date, Agent may at its sole option terminate the obligation of the Lenders to fund the Loan by written notice to Borrowers.

 

(b)          Inspection by Agent. Subject to the provisions of the Ground Leases, Borrowers will cooperate with Agent in arranging for inspections by representatives of Agent from time to time provided, that unless an Event of Default exists, upon twenty-four (24) hours prior notice to Borrowers. Such inspection shall include an examination of (i) the Improvements, and (ii) all books, contracts and records with respect to the Improvements.

 

(c)          Mechanics’ Liens and Contest Thereof. Borrowers will not suffer or permit any mechanics’ lien claims to be filed or otherwise asserted against any Project, and will promptly discharge the same in case of the filing of any claims for lien or proceedings for the enforcement thereof, provided, however, that Borrowers shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or claim upon furnishing to the Title Insurer such security or indemnity as it may require to induce said Title Insurer to issue an endorsement to the Title Policy insuring against all such claims or liens; and provided further, that the aggregate amount of liens so insured against at any time shall not exceed $25,000.00 for any one Project or $150,000.00 in the aggregate without Agent’s prior written consent.

 

(d)          Settlement of Mechanics’ Lien Claims. If Borrowers shall fail promptly either (i) to discharge any such lien, or (ii) to contest claims asserted and give security or indemnity in the manner provided in subsection (c) of this Section, or having commenced to contest the same, and having given such security or indemnity, shall fail to prosecute such contest with diligence, or to maintain such indemnity or security so required by the Title Insurer for its full amount, or upon adverse conclusion of any such contest, to cause any judgment or decree to be satisfied and lien to be released, then and in any such event Agent may, at its election (but shall not be required to), procure the release and discharge of any such claim and any judgment or decree thereon and, further, may in its sole discretion effect any settlement or compromise of the same, or may furnish such security or indemnity to the Title Insurer, and any amounts so expended by Agent or any Lender, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute disbursement of the proceeds of the Loan hereunder. In settling, compromising or discharging any claims for lien, Agent shall not be required to inquire into the validity or amount of any such claim.

 

(e)          Renewal of Insurance. Borrowers shall maintain, or cause, with respect to Sumter Place Project, Sumter Place Operator to maintain, insurance policies to be maintained in compliance with Exhibit E at all times. Borrowers shall timely pay, or cause the Operators to pay, all premiums on all insurance policies required hereunder, and as and when additional insurance is required by Agent, from time to time, and as and when any policies of insurance may expire, furnish to Agent, premiums prepaid, additional and renewal insurance policies with companies, coverage and in amounts satisfactory to Agent in accordance with Section 8.1(c).

 

(f)           Payment of Taxes. Borrowers shall pay, or cause to be paid, all real estate taxes and assessments and charges of every kind upon the Projects before the same become delinquent, provided, however, that Borrowers shall have the right to pay such tax under protest or to otherwise contest any such tax or assessment, but only if (i) such contest has the effect of preventing the collection of such taxes so contested and also of preventing the sale or forfeiture of the Project or any part thereof or any interest therein, (ii) Borrowers have notified Agent of their intent to contest such taxes, and (iii) Borrowers have deposited security in form and amount satisfactory to Agent, in its sole discretion. If Borrowers fail to commence such contest or, having commenced to contest the same, and having deposited such security required by Agent for its full amount, shall thereafter fail to prosecute such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay such tax, assessment or charge, Agent, on behalf of the Lenders, may, at its election (but shall not be required to), pay and discharge any such tax, assessment or charge, and any interest or penalty thereon, and any amounts so expended by Agent shall be deemed to constitute disbursements of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face amount of the Notes). Borrowers shall furnish to Agent evidence that taxes are paid at least five (5) days prior to the last date for payment of such taxes and before imposition of any penalty or accrual of interest.

 

SECURED LOAN AGREEMENTPage 22
 

 

(g)          Escrow Accounts. During the continuance of an Event of Default, Borrowers shall, following the written request of Agent and for so long as such Event of Default is continuing, make insurance and tax escrow deposits, in amounts reasonably determined by Agent from time to time as being needed to pay taxes and insurance premiums when due, in an interest bearing escrow account held by Agent in Agent's name and under its sole dominion and control. All payments deposited in the escrow account, and all interest accruing thereon, are pledged as additional collateral for the Loan. Notwithstanding Agent's holding of the escrow account, nothing herein shall obligate Agent or any Lender to pay any insurance premiums or real property taxes with respect to any portion of the Projects, provided that, so long as no Event of Default exists, Agent shall make available to Borrowers such funds as may be deposited in the escrow account from time to time for Borrowers' payment of insurance premiums or real property taxes due with respect to the Projects.

 

(h)          Personal Property. All of Borrowers’ personal property, fixtures, attachments and equipment delivered upon, attached to or used in connection with the operation of the Projects shall always be located at the applicable Project and shall be kept free and clear of all liens, encumbrances and security interests, except for equipment and vehicle lease financing in the ordinary course of business; provided, however, that a Borrower may dispose of equipment that is either broken, worn out or obsolete in the ordinary course of business provided that any such Borrower replaces such equipment with new equipment of at least comparable value and utility, and a Borrower may dispose of equipment (for fair market value) that is no longer necessary for the operation of the Project.

 

(i)           Sumter Place Operating Subleases. Sumter Place Borrower shall maintain the Sumter Place Operating Sublease in full force and effect and timely perform all of its obligations thereunder and not permit the termination or any material amendment of the Sumter Place Operating Sublease unless the prior written consent of Lenders is first obtained. Upon the occurrence of default by Sumter Place Operator under the Sumter Place Operating Sublease that is not cured within applicable notice and cure periods, upon Lenders’ request, Borrowers shall promptly engage oversight management services from a management company reasonably acceptable to the Lenders. In the event that bankruptcy or insolvency proceedings are instituted by or against the Sumter Place Operator, each Borrower shall (to the extent permitted by the applicable bankruptcy court having jurisdiction over such proceedings), upon written instruction received from Agent, terminate the Sumter Place Operating Sublease.

 

(j)           Defaults Under Leases. Borrowers will not suffer or permit any breach or material default to occur in any of Borrowers’ obligations under any of the Leases nor suffer or permit the same to terminate by reason of any failure of Borrowers to meet any requirement of any Lease, which default or failure results in a Material Adverse Change, including, without limitation, under the Sumter Place Operating Sublease.

 

(k)          Agent’s Attorneys’ Fees for Enforcement of Agreement. In case of any default or Event of Default hereunder, Borrowers (in addition to Agent’s reasonable attorneys’ fees, if any, to be paid pursuant to Section 7.3) will pay Agent’s reasonable attorneys’ and paralegal fees (including, without limitation, any attorney and paralegal fees and costs incurred in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom) in connection with the enforcement of this Agreement; without limiting the generality of the foregoing, if at any time or times hereafter Agent or any Lender employs counsel (whether or not any suit has been or shall be filed and whether or not other legal proceedings have been or shall be instituted) for advice or other representation with respect to the Projects, this Agreement, or any of the other Loan Documents, or to protect, collect, lease, sell, take possession of, or liquidate the Project, or to attempt to enforce any security interest or lien in any portion of the Project, or to enforce any rights of Agent and each Lender or any of Borrowers’ obligations hereunder, then in any of such events all of the reasonable attorneys’ fees arising from such services, and any expenses, costs and charges relating thereto, shall constitute an additional liability owing by Borrowers to Agent and/or the applicable Lender, on a joint and several basis, payable on demand.

 

SECURED LOAN AGREEMENTPage 23
 

 

(l)           Appraisals. No more than one time in every twelve (12) month period unless an Event of Default shall occur, Agent shall have the right to obtain a new or updated Appraisal of any Project from time to time. Borrowers shall cooperate with Agent in this regard. If the Appraisal is obtained to comply with any applicable law or regulatory requirement or an Event of Default exists, Borrowers shall pay for any such Appraisal upon Agent’s request.

 

(m)          Furnishing Information. Borrowers shall provide Lender or shall cause Guarantor to provide to Agent the following financial statements and information on a continuing basis during the term of the Loan:

 

(i)           Within one hundred twenty (120) days after the end of each calendar year, audited financial statements of Sentio on a GAAP basis (which include balance sheet, income statement, cash flow statement and all supporting notes and a schedule of real estate);

 

(ii)          Within forty-five (45) days after the end of each quarter, consolidated, unaudited interim financial statements of the operations of the Projects, certified as true and correct by a financial officer of the Borrowers or Sumter Place Operator, prepared in accordance with GAAP, for the quarter then ended and for the fiscal year to date, which such statements shall be accompanied by a covenant compliance certificate in the form attached hereto as Exhibit G;

 

(iii)         Within forty-five (45) days after the end of each quarter, consolidated, unaudited interim financial statements of Borrowers, certified as true and correct by a financial officer of Borrowers, prepared in accordance with GAAP, which statements shall include a consolidated balance sheet and statement of income and expenses for the quarter then ended and for the fiscal year to date.

 

(iv)         On an annual basis not later than 60 days after the end of Borrowers’ fiscal year, an updated annual operating budget for the Borrowers for the next succeeding calendar year;

 

(v)          Upon request of Agent, copies of all licensure survey reports and statements of deficiencies (with plans of correction attached thereto) (based on availability and applicability).

 

(vi)         Within three (3) days after receipt, any and all notices (regardless of form) from any and all licensing agency, that any Project’s license or certification is being downgraded to a substandard category, revoked or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke or suspend a Project’s license or certification.

 

Agent reserves the right to require that the annual and/or quarterly financial statements of Borrowers, or Guarantor be audited and prepared by a nationally recognized accounting firm or independent certified public accounting firm acceptable to Lender, at their respective sole cost and expense, if (i) an Event of Default exists, or (ii) if Lender has reasonable grounds to believe that the unaudited financial statements do not accurately represent the financial condition of Borrowers or Guarantor as the case may be. Lender further reserves the right to require such other financial information of Borrowers, Guarantor, and/or the Projects, at such other times (including monthly or more frequently) as it shall deem necessary. All financial statements must be in the form and detail as Lender shall from time to time reasonably request. Borrowers shall during regular business hours permit Agent or any of its agents or representatives (after twenty-four hours prior notice to Borrowers unless an Event of Default exists) to have access to and examine all of its books and records regarding the development and operation of each Project.

 

(n)          Lost Note. Upon any Lender’s furnishing to Borrowers an affidavit to such effect, Borrowers shall, if the applicable Note is mutilated, destroyed, lost or stolen, deliver to such Lender, in substitution therefor, a new note containing the same terms and conditions as the such Note.

 

SECURED LOAN AGREEMENTPage 24
 

 

(o)          INDEMNIFICATION. BORROWERS SHALL INDEMNIFY AGENT, EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS (EACH, AN “INDEMNIFIED PARTY”) AND DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL CLAIMS, INJURY, DAMAGE, LOSS AND LIABILITY, COST AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES) OF ANY AND EVERY KIND TO ANY PERSONS OR PROPERTY BY REASON OF (I) THE OPERATION OR MAINTENANCE OF THE PROJECT; (II) ANY BREACH OF REPRESENTATION OR WARRANTY, DEFAULT OR EVENT OF DEFAULT; OR (III) ANY OTHER MATTER ARISING IN CONNECTION WITH THE LOAN, ANY BORROWER OR PROJECT (EXPRESSLY INCLUDING, WITHOUT LIMITATION, TO THE EXTENT CAUSED BY THE NEGLIGENCE OF THE INDEMNIFIED PARTY). NO INDEMNIFIED PARTY SHALL, HOWEVER, BE ENTITLED TO BE INDEMNIFIED AGAINST ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

 

(p)          No Additional Debt. Except for the Loan, no Borrower shall incur any indebtedness (whether personal or nonrecourse, secured or unsecured) other than customary trade payables paid within sixty (60) days after they are incurred and equipment and vehicle lease financing in the ordinary course of business.

 

(q)          Compliance With Laws. Each Borrower and Sumter Place Operator shall comply with all applicable requirements (including applicable Laws) of any Governmental Authority having jurisdiction over such Borrower, Sumter Place Operator or any applicable Project where such failure to comply would result in a Material Adverse Change.

 

(r)           Organizational Documents. No Borrower nor Sumter Place Operator shall, without the prior written consent of Agent, permit or suffer (i) a material amendment or modification of its organizational documents, (ii) the admission of any new member, partner or shareholder, or (iii) any dissolution or termination of its existence.

 

(s)          Furnishing Reports. Within thirty (30) days from receipt thereof, Borrowers shall provide Agent with copies of all inspections, reports, test results and other information received by any Borrower or Sumter Place Operator which relate to any Project or any part thereof in any material respect.

 

(t)           Management Contracts. Borrowers shall not and shall not permit Sumter Place Operator to, enter into, modify in any material respect, amend in any material respect, terminate or cancel any management agreement (or any other contract related to the management or operation of any Project) for any Project or agreements with agents or brokers, without the prior written approval of Agent, which approval shall not be unreasonably withheld by Agent.

 

(u)          Furnishing Notices. Borrowers shall provide Agent with copies of all material notices pertaining to any Project received by any Borrower from Sumter Place Operator, any Governmental Authority or insurance company within seven (7) Business Days after such notice is received.

 

(v)          Alterations. Without the prior written consent of Agent, which consent will be not be unreasonably withheld, Borrowers shall not make, or permit to be made, any alterations with a total cost greater than $100,000 to any Project, other than alterations and improvements in the ordinary course of business.

 

(w)          Distributions. At all times while any indebtedness under the Loan remains outstanding, no Borrower nor Sumter Place Operator shall make any distributions to partners, members or shareholders; provided, however, so long as no Event of Default exists as of the date of any such distribution and after giving effect thereto, either Borrower and/or Sumter Place Operator shall have access to and may use any or all Monthly Excess Cash Flow for any cash distribution. If an Event of Default occurs and is continuing, Agent, for the pro rata benefit of the Lenders, may take all Monthly Excess Cash Flow and apply the same to the aggregate outstanding balance under the Loan Documents. Notwithstanding the foregoing, Borrowers shall be permitted to make equity distributions as, and in an amount, necessary for Sentio to maintain REIT status whether or not an Event of Default exists.

 

(x)           Minimum Debt Service Coverage. Borrowers shall not permit the Debt Service Coverage for any applicable Project to be less than that set forth on Schedule II attached hereto. Such covenant shall be tested on a quarterly basis commencing on March 31, 2015, and continuing on the last day of each quarter thereafter until the Final Maturity Date. The calculation shall initially be based upon a trailing three (3) months; provided, however, that commencing June 30, 2016, the calculation shall begin building each quarter thereafter until a trailing twelve (12) months is achieved. If any Project shall fail to achieve the required Debt Service Coverage for any applicable quarter, Borrowers may, up to three times during the term of the Loan, prepay a portion of the Loan in an amount sufficient to cause the applicable Project to be in compliance.

 

SECURED LOAN AGREEMENTPage 25
 

 

(y)          Lien Searches. Without limiting the obligations of the Borrowers hereunder, Borrowers agree, within ten (10) days of Lender’s written demand, to reimburse Agent for all expenses not to exceed $2,500 in any twelve (12) month period incurred by Agent in periodically (up to one (1) time per year) verifying the performance of each Borrower of its obligations under the Loan Documents and the security and priority of the Mortgages, including without limitation expenses incurred by Agent for title searches, title updates and endorsements, tax and judgment lien searches, litigation searches, and UCC searches.

 

(z)           REIT Status. Sentio shall maintain its status as a real estate investment trust at all times that any portion of the Loan is outstanding.

 

(aa)         Conduct of Operations. Borrowers shall conduct, or cause Sumter Place Operator to conduct, the operation of each Project at all times in a manner consistent with the level of operation of other similar skilled nursing facilities, including without limitation, the following:

 

(i)            to maintain the standard of care for the residents of the Project at all times at a level necessary to ensure quality care for the residents of the Project in accordance with customary and prudent industry standards;

 

(ii)           to operate the Project in a prudent manner and in substantial compliance with applicable laws and regulations relating thereto and cause all permits, Reimbursement Contracts, and any other agreements necessary for the use and operation of the Project or, if applicable, as may be necessary for participation in reimbursement programs (if any) to remain in effect without reduction in the number of licensed units authorized for applicable reimbursement programs;

 

(iii)          to maintain sufficient inventory and equipment of types and quantities at the Project to enable each Borrower and Sumter Place Operator to perform operations of the Projects adequately;

 

(iv)          to keep all improvements and equipment located on or used or useful in connection with each Project in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needed and proper repairs, renewals, replacements, additions, and improvements thereto to keep the same in good operating condition;

 

(v)          generally maintain sufficient cash in the operating accounts of the Projects in order to satisfy the working capital needs of the Projects; and

 

(vi)         to keep all required permits current and in full force and effect.

 

(bb)        Periodic Surveys. Borrowers shall furnish or cause Sumter Place Operator to furnish to Agent, within twenty (20) days of receipt, a copy of any licensing agency survey or report and any statement of deficiencies and/or any other report indicating that any action is pending or being considered to downgrade any Project to a substandard category, and within the time period required by the particular agency for furnishing a plan of correction also furnish or cause to be furnished to Agent a copy of the plan of correction generated from such survey or report for any Project, and correct or cause to be corrected any deficiency, the curing of which is a condition of continued licensure or for full participation in a reimbursement program pursuant to any Reimbursement Contract for existing residents or for new residents to be admitted with coverage, by the date required for cure by such agency (plus extensions granted by such agency).

 

(cc)        Anti-Kickback Law. After consultation with counsel concerning the federal anti-kickback law (42 U.S.C.A. SEC. 1320a-7b(b)), neither Borrowers nor their agents shall offer or give any remuneration or thing of value to any person to encourage referral to the Projects nor will Borrowers or their agents solicit or receive any remuneration or thing of value in exchange for Borrowers’ agreement to make referrals or to purchase goods or services for the Projects.

 

SECURED LOAN AGREEMENTPage 26
 

 

(dd)        Debt Service Reserve. From and after the Loan Opening Date, $5,100,000.00 (the “Debt Service Reserve”) of the Loan shall be held back from the Loan. Borrowers may request a disbursement of such funds to pay any portion of the aggregate monthly actual operating expenses of the Projects (including debt service on the Loan) in excess of the aggregate gross revenues of the Projects for such period (an “Operating Deficit”) to the extent that the applicable seller fails to fund such Operating Deficits in accordance with the agreement between such Person and Borrowers. Any such disbursement for Operating Deficits shall be subject to Agent’s approval in its sole discretion. Furthermore, Borrower may obtain a disbursement of the Debt Service Reserve in any event provided, that (i) the first $2,550,000.00 (less any amounts funded to pay Operating Deficits) shall not be available for disbursement until the Sumter Grand Project achieves a NOI for the most recently ended quarter of not less than $2,575,000.00, and (ii) the remaining $2,550,000.00 (the “DSR Second Tranche”) shall not be available for disbursement until the Sumter Grand Project achieves a NOI for the most recently ended quarter of not less than $2,875,000.00. Notwithstanding anything to the contrary, if the Sumter Place Project has not achieved a Debt Service Coverage of at least 1.40 at the time a request for disbursement is made which will reduce the Debt Service Reserve to an amount less than $1,000,000.00, then $1,000,000.00 of the DSR Second Tranche shall be held back from any funding for Operating Deficits until the Sumter Place Project achieves a Debt Service Coverage of at least 1.40 to 1.00 for a trailing three month period. Agent’s approval of any request for release of any portion of the Debt Service Reserve shall be subject only to receipt of evidence satisfactory to Agent that no Event of Default exists and of the amount of any Operating Deficit.

 

(ee)         Change in Management. Borrower shall not permit a change in the management of Guarantor from a management team led by John Mark Ramsey other than to an experienced seniors housing management team approved by Agent in its reasonable discretion.

 

(ff)          Relationships. Except for indirect ownership interests in any Borrower as a result of ownership of publicly traded shares of stock of Sentio, Borrowers will not allow a physician or other healthcare practitioner to have an ownership interest in a Borrower or any Project.

 

ARTICLE 11
CASUALTIES AND CONDEMNATION

 

11.1.      Agent’s Election to Apply Proceeds on Indebtedness.

 

The Lenders may elect to collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrowers.

 

11.2.      Borrowers’ Obligation to Rebuild and Use of Proceeds Therefor.

 

In case the Lenders do not elect to apply or does not have the right to apply the Proceeds to the indebtedness, as provided in Section 11.1 above, Borrower shall:

 

(a)          Proceed with diligence to make settlement with insurers or the appropriate governmental authorities and cause the Proceeds to be deposited with Agent;

 

(b)          In the event of any delay in making settlement with insurers or the appropriate governmental authorities or effecting collection of the Proceeds, deposit with Agent the full amount required to complete construction as aforesaid;

 

(c)          In the event the Proceeds are insufficient to assure the Lenders that the Loan will be in balance, promptly deposit with Agent any amount necessary to place the Loan in balance; and

 

SECURED LOAN AGREEMENTPage 27
 

 

(d)          Promptly proceed with the assumption of construction of such Improvements, including the repair of all damage resulting from such fire, condemnation or other cause and restoration to its former condition.

 

Any request by Borrowers for a disbursement by Agent of Proceeds and funds deposited by Borrowers shall be treated by Agent as if such request were for an advance of the Loan hereunder, and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable under this Agreement for an advance of the Loan.

 

ARTICLE 12
ASSIGNMENTS and/or transfers BY BORROWERS

 

12.1.      Prohibition of Assignments and Transfers by Borrowers.

 

Borrowers shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Other than a Permitted Transfer, without the prior written consent of Agent, in Agent’s sole discretion, Borrowers shall not suffer or permit the sale, transfer, lease (other than the Operating Leases and in the ordinary course of business pursuant to residency agreements and without material deviation from the pro forma rents previously provided by Borrowers to Agent), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a “Transfer”) of (i) all or any portion of any Project or any portion of any other security for the Loan, (ii) all or any portion of any Borrower’s right, title and interest in and to any Project or any portion of any other security for the Loan, or (iii) any interest in any Borrower or Operator or any interest in any entity which holds an interest in, or directly or indirectly controls, any Borrower or Operator.

 

12.2.      Releases of Collateral.

 

Notwithstanding the foregoing, Borrowers shall have the right at any time to obtain release of any Project from the liens securing the Notes upon making the respective payments set out hereunder and upon compliance with the following terms and conditions:

 

(a)          No Event of Default or event which with the passing of time and/or giving of notice will constitute an Event of Default exists or will exist after giving effect to the proposed release;

 

(b)          Borrowers deliver to Agent for the benefit of the Lenders the Release Price for the applicable Project to be applied to the aggregate outstanding principal balance under the Notes;

 

(c)          Agent shall have received evidence satisfactory to Agent that (i) the aggregate "as-is" value of the remaining Project (based upon the Appraisal delivered to Agent in connection with the closing of the Loan) exceeds the aggregate Loan Amount, after giving effect to any pay down of the Loan in connection with the applicable release, such that the Loan Amount shall be less than or equal to sixty percent (60%) of the aggregate “as stabilized” value for the remaining Project, and (ii) the Project Release DSC for the remaining Projects is in excess of 2.00 to 1.00 for the three (3) month period immediately preceding the applicable date of determination;

 

(d)          All partial release documents shall be prepared at the expense of Borrowers and shall be in form and substance satisfactory to Agent. Borrowers shall present to Agent a written request for a partial release, specifically identifying the Project to be released, together with an appropriate partial release document required to be paid in order to entitle Borrowers to such partial release, or escrow arrangements satisfactory to Agent for delivery of any partial release. Agent will execute, acknowledge and return the partial release documents to Borrowers within five (5) business days after Agent's receipt of the above specified items. In connection with and at the time of the partial release of a Project, Agent shall further release the applicable Borrower from any and all liabilities and obligations under the Loan Documents which accrue from and after the date of such release, subject to any indemnity obligations that expressly survive payment in full; and

 

(e)          Borrowers shall reimburse Agent for all out-of-pocket fees and costs, including, without limitation, reasonable legal fees in connection with the granting of such partial releases and shall provide Agent with any and all information reasonably requested by Agent with respect to the Project to be released.

 

SECURED LOAN AGREEMENTPage 28
 

 

12.3.      Prohibition of Transfers in Violation of ERISA.

 

In addition to the prohibitions set forth in Section 12.2 above, no Borrower shall assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in this Agreement or in the Project, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any party owning a direct or indirect interest in such Borrower assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest (direct or indirect) in such Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of the Lenders’ rights in connection therewith, to constitute a prohibited transaction under ERISA or the Internal Revenue Code or otherwise result in any Lender being deemed in violation of any applicable provision of ERISA. Each Borrower agrees to indemnify and hold Agent and each Lender free and harmless from and against all losses, costs (including reasonable attorneys’ fees and expenses), taxes, damages (including consequential damages) and expenses Agent or any Lender may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in Lender’s sole judgment or by reason of a breach of the foregoing prohibitions. The foregoing indemnification shall be a recourse obligation of each Borrower and shall survive repayment of the Notes, notwithstanding any limitations on recourse contained herein or in any of the Loan Documents.

 

12.4.      Successors and Assigns.

 

Subject to the foregoing restrictions on transfer and assignment contained in this Article 12, this Agreement shall inure to the benefit of and shall be binding on the parties hereto and their respective successors and permitted assigns.

 

ARTICLE 13
TIME OF THE ESSENCE

 

13.1.      Time is of the Essence.

 

Borrowers agree that time is of the essence under this Agreement.

 

ARTICLE 14
EVENTS OF DEFAULT

 

14.1.      Events of Default.

 

The occurrence of any one or more of the following shall constitute an “Event of Default” as said term is used herein:

 

(a)          Failure of Borrowers (i) (x) to pay the aggregate outstanding balance under the Notes on the Final Maturity Date, (y) to make any scheduled payment of principal (other than that required on the Final Maturity Date) or interest within ten (10) days after the date when due or (z) to observe or perform any of the other covenants or conditions by any Borrower to be performed under the terms of this Agreement or any other Loan Document concerning the payment of money, for a period of ten (10) days after written notice from Lender that the same is due and payable; or (ii) for a period of thirty (30) days after written notice from Lender, to observe or perform any non-monetary covenant or condition contained in this Agreement or any other Loan Documents; provided that if any such failure concerning a non-monetary covenant or condition is susceptible to cure and cannot reasonably be cured within said thirty (30) day period, then Borrowers shall have an additional sixty (60) days, so long as Borrowers have commenced and is diligently pursuing a cure of the applicable default, and provided further that if a different notice or grace period is specified under any other paragraph of this Article 14 with respect to a particular breach, the specific provision shall control. No cure period shall be afforded to Borrowers’ failure to observe or perform any covenants or conditions contained in Section 10.1(m), (p), (r), (w), (x), or (z).

 

(b)          Any Transfer or other disposition in violation of Sections 12.2 or 12.3.

 

(c)          If any warranty, representation, statement, report or certificate made now or hereafter by any Borrower or Guarantor is materially untrue or materially incorrect at the time made or delivered, provided that if such breach is reasonably susceptible of cure, then no Event of Default shall exist so long as Borrowers cure said breach (i) within the notice and cure period provided in (a)(i) above for a breach that can be cured by the payment of money or (ii) within the notice and cure period provided in (a)(ii) above for any other breach.

 

SECURED LOAN AGREEMENTPage 29
 

 

(d)          Any Borrower or Guarantor shall commence a voluntary case concerning any Borrower or Guarantor under Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto or any other present or future bankruptcy or insolvency statute (the “Bankruptcy Code”); or an involuntary proceeding is commenced against any Borrower or Guarantor under the Bankruptcy Code and relief is ordered against any Borrower or Guarantor, or the petition is controverted but not dismissed or stayed within sixty (60) days after the commencement of the case, or a custodian (as defined in the Bankruptcy Code) is appointed for or takes charge of all or substantially all of the property of any Borrower or Guarantor; or any Borrower or Guarantor commences any other proceedings under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar Law of any jurisdiction whether now or hereafter in effect relating to any Borrower or Guarantor; or there is commenced against any Borrower or Guarantor any such proceeding which remains undismissed or unstayed for a period of ninety (90) days; or any Borrower or Guarantor fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding, or any order of relief or other order approving any such case or proceeding is entered; or any Borrower or Guarantor by any act or failure to act indicates its consent to, approval of, or acquiescence in any such case or proceeding or the appointment of any custodian or the like of or for it for any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of ninety (90) days.

 

(e)          Any Borrower or Guarantor shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or trustee or liquidator of all of its property or the major part thereof or if all or a substantial part of the assets of any Borrower or Guarantor are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian or assignee for the benefit of creditors.

 

(f)           If any Borrower is enjoined, restrained or in any way prevented by any court order from operating any Project.

 

(g)          One or more final, unappealable judgments are entered against any Borrower in amounts aggregating in excess of $150,000, and said judgments are not paid, stayed or bonded over within thirty (30) days after entry.

 

(h)          If any Borrower shall fail to pay any debt owed by it or is in default under any agreement with Lender or any other party which failure to pay or default would have a Material Adverse Change to Borrowers, the Projects or Borrowers’ ability to perform their obligations under this Agreement, and such failure or default continues after any applicable grace or cure period specified in the instrument or agreement relating thereto.

 

(i)           The occurrence of an event of default, beyond any applicable cure period, under either the Sumter Place Ground Lease or the Sumter Grand Ground Lease;

 

(j)           If a Material Adverse Change occurs with respect to any Borrower, Project or Guarantor.

 

(k)          The occurrence of any other event or circumstance defined as an Event of Default herein or under any of the other Loan Documents and the expiration of any applicable grace or cure periods, if any, specified for such Event of Default herein or therein, as the case may be.

 

(l)           The failure of either Borrower to correct or to cause Sumter Place Operator to correct, within the time deadlines set by any applicable licensing agency, any deficiency which would result in the following actions by such agency with respect to any Project:

 

(i)           a termination of any Reimbursement Contract or any permit; or

 

(ii)          a ban on new admissions generally which is not lifted within thirty (30) days.

 

SECURED LOAN AGREEMENTPage 30
 

 

(m)          Any action by a Governmental Authority to enjoin or otherwise prohibit a Project from operating as a senior care facility, including, without limitation, in connection with a revocation of, or failure to renew, an applicable license.

 

(n)          The assessment against any Borrower, Sumter Place Operator, or any Project of any fines or penalties by any state health or licensing agency having jurisdiction over such Persons or the Project in excess of $50,000, which are not paid or discharged within thirty (30) days following such assessment; provided, however, Borrower shall not be in default if Borrower or Operator is in good faith disputing such assessment.

 

ARTICLE 15
LENDERS’ REMEDIES IN EVENT OF DEFAULT

 

15.1.      Remedies Conferred Upon Lenders.

 

Upon the occurrence of any Event of Default that is continuing, Agent may, and at the request of Required Lenders shall, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other:

 

(a)          Take possession of the Projects and do anything which is necessary or appropriate in its sole judgment to fulfill the obligations of Borrowers under this Agreement and the other Loan Documents, including either the right to avail itself of and procure performance of existing contracts or let any contracts with the same contractors or others. Without restricting the generality of the foregoing and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Projects to pay, settle or compromise all existing bills and claims, which may be liens or security interests, or to avoid such bills and claims becoming liens against the Projects; to execute all applications and certificates in the name of each Borrower prosecute and defend all actions or proceedings in connection with the Improvements or the Projects; to take action and require such performance as it deems necessary under any of the bonds to be furnished hereunder and to make settlements and compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction; and to do any and every act which any Borrower might do in its own behalf; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked;

 

(b)          Declare the Notes to be immediately due and payable;

 

(c)          Use and apply any monies or letters of credit deposited by any Borrower with Agent, regardless of the purposes for which the same was deposited, to cure any such default or to apply on account of any indebtedness under this Agreement which is due and owing to Lenders;

 

(d)          Exercise or pursue any other remedy or cause of action permitted under this Agreement or any other Loan Documents, or conferred upon Lenders by operation of Law.

 

Notwithstanding the foregoing, upon the occurrence of any Event of Default under Section 14(d), all amounts evidenced by the Notes shall automatically become due and payable, without any presentment, demand, protest or notice of any kind to Borrowers.

 

ARTICLE 16
GENERAL PROVISIONS

 

16.1.      Captions.

 

The captions and headings of various Articles, Sections and subsections of this Agreement and Exhibits pertaining hereto are for convenience only and are not to be considered as defining or limiting in any way the scope or intent of the provisions hereof.

 

SECURED LOAN AGREEMENTPage 31
 

 

16.2.      Modification; Waiver.

 

No modification, waiver, amendment or discharge of this Agreement or any other Loan Document shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment or discharge is sought.

 

16.3.      GOVERNING LAW.

 

EXCEPT AS SET FORTH IN THE MORTGAGE, ALL OF THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

 

16.4.      Acquiescence Not to Constitute Waiver of Lenders’ Requirements.

 

Each and every covenant and condition for the benefit of the Lenders contained in this Agreement may be waived by the Lenders, provided, however, that to the extent that the Lenders may have acquiesced in any noncompliance with any construction or nonconstruction conditions precedent to the Opening of the Loan or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by the Lenders of such requirements with respect to any future disbursements of Loan proceeds.

 

16.5.      Disclaimer by Lenders.

 

This Agreement is made for the sole benefit of Borrowers and the Lenders, and no other person or persons shall have any benefits, rights or remedies under or by reason of this Agreement, or by reason of any actions taken by Agent or the Lenders pursuant to this Agreement. Neither Agent nor any Lender shall be liable for any debts or claims accruing in favor of any such parties against any Borrower or others or against the Project. The Lenders, by making the Loan or taking any action pursuant to any of the Loan Documents, shall not be deemed a partner or a joint venturer with any Borrower or any fiduciary of Borrower.

 

16.6.      Partial Invalidity; Severability.

 

If any of the provisions of this Agreement, or the application thereof to any person, party or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons, parties or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

 

16.7.      Definitions Include Amendments.

 

Definitions contained in this Agreement which identify documents, including, but not limited to, the Loan Documents, shall be deemed to include all amendments and supplements to such documents from the date hereof, and all future amendments and supplements thereto entered into from time to time to satisfy the requirements of this Agreement or otherwise with the consent of Agent (and, to the extent applicable, the Required Lenders). Reference to this Agreement contained in any of the foregoing documents shall be deemed to include all amendments and supplements to this Agreement.

 

16.8.      Execution in Counterparts.

 

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

16.9.      Entire Agreement.

 

This Agreement, taken together with all of the other Loan Documents and all certificates and other documents delivered by Borrowers to the Lenders, embody the entire agreement and supersede all prior agreements, written or oral, relating to the subject matter hereof.

 

SECURED LOAN AGREEMENTPage 32
 

 

16.10.    Waiver of Damages.

 

In no event shall Agent or any Lender be liable to any Borrower for punitive, exemplary or consequential damages, including, without limitation, lost profits, whatever the nature of a breach by Agent or any Lender of its obligations under this Agreement or any of the Loan Documents, and each Borrower for itself and Guarantor waive all claims for punitive, exemplary or consequential damages.

 

16.11.    Claims Against Lenders.

 

Neither Agent nor any Lender shall not be in default under this Agreement, or under any other Loan Documents, unless a written notice specifically setting forth the claim of any Borrower shall have been given to Agent within three (3) months after such Borrower first had knowledge of the occurrence of the event which such Borrower alleges gave rise to such claim and such person does not remedy or cure the default, if any there be, promptly thereafter. Each Borrower waives any claim, set-off or defense against Agent or any Lender arising by reason of any alleged default by Agent or any Lender as to which such Borrower does not give such notice timely as aforesaid. Each Borrower acknowledges that such waiver is or may be essential to the Lenders’ ability to enforce its remedies without delay and that such waiver therefore constitutes a substantial part of the bargain between the Lenders and Borrowers with regard to the Loan.

 

16.12.    Jurisdiction.

 

TO THE GREATEST EXTENT PERMITTED BY LAW, EACH BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY THE LENDERS. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), EACH BORROWER IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF CLEVELAND, COUNTY OF CUYAHOGA, STATE OF OHIO, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE AGENT ON BEHALF OF THE LENDERS FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. EACH BORROWER FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY STATE OF OHIO OR UNITED STATES COURT SITTING IN THE CITY OF CLEVELAND, COUNTY OF CUYAHOGA, STATE OF OHIO MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH BORROWER AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF A BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

 

16.13.    Set-Offs.

 

After the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably authorizes and directs each Lender from time to time to charge such Borrower’s accounts and deposits with such Lender (or its Affiliates), and to pay over to such Lender an amount equal to any amounts from time to time due and payable to such Lender hereunder, under the Notes or under any other Loan Document. Each Borrower hereby grants to Agent for the benefit of the Lenders a security interest in and to all such accounts and deposits maintained by such Borrower with each Lender (or its Affiliates); provided, however, the foregoing shall exclude any trust accounts or accounts with funds held for the benefit of third parties (such as residents).

 

16.14.    Authorized Representative.

 

Borrowers hereby appoint John Mark Ramsey, Sharon Kaiser and Scott Larche of Borrowers, as their “Authorized Representative” for purposes of dealing with Agent on behalf of Borrowers in respect of any and all matters in connection with this Agreement, the other Loan Documents, and the Loan. The Authorized Representative shall have the power, in his discretion, to give and receive all notices, monies, approvals, and other documents and instruments, and to take any other action on behalf of Borrowers. All actions by the Authorized Representative shall be final and binding on Borrowers. The Lenders may rely on the authority given to the Authorized Representative until actual receipt by Agent on behalf the Lenders of a duly authorized resolution substituting a different person as the Authorized Representative. No more than three persons shall serve as Authorized Representative at any given time.

 

SECURED LOAN AGREEMENTPage 33
 

 

ARTICLE 17
NOTICES

 

Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

 

If to Borrowers:

c/o Sentio Healthcare Properties, Inc.

189 South Orange Avenue, Suite 170

Orlando, Florida 32801

Attention:               John Mark Ramsey

Attention:               Scott Larche

Attention:               Sharon Kaiser

Telephone:             (407) 999-7679

Facsimile:              (407) 999–5210

 

With a courtesy copy to:

Foley & Lardner LLP

111 North Orange Avenue, Suite 1800

Orlando, Florida 32801

Attention:               Michael A. Okaty, Esq.

Telephone:             (407) 244-3229

Facsimile:              (407) 648–1743

 

If to Agent:

KeyBank National Association

Mailcode: OH-01-51-0311

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attention:              Amy L. MacLearie,

 KREC Commercial Loan Closer-Assistant Vice President

Telephone:            (216) 813-6935

Facsimile:             (216) 357-6383

 

With copies to:

KeyBank Real Estate Capital

Healthcare Group

4200 West Cypress Street, Suite 490

Tampa, Florida 33607-4168

Attention:               Grant Saunders, Senior Vice President

Telephone:             (813) 313-5516

Facsimile:              (813) 313-5555

 

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

 

SECURED LOAN AGREEMENTPage 34
 

 

ARTICLE 18
RESERVED

 

ARTICLE 19
ASSIGNMENTS AND PARTICIPATIONS

 

19.1.      Assignments and Participations.

 

(a)          Each Lender shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security hereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent of the Agent and with the prior written consent of Borrower, which consents by the Agent and the Borrowers shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the Eligible Assignee is also a Lender as of the date hereof or if an Event of Default then exists) and no consent of the Agent shall be required if the Eligible Assignee is also a Lender; provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption Agreement substantially in the form of Exhibit H attached hereto (the “Assignment and Assumption”), (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement, (iii) if the potential assignee is not already a Lender hereunder, at least ten (10) days prior to the date of the assignment, the potential assignee shall deliver to Agent all information reasonably necessary for Agent to successfully complete the Agent’s Patriot Act Customer Identification Process and OFAC Review Process, (iv) unless the Agent and, so long as no Event of Default exists, Borrowers otherwise consent, the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than Five Million Dollars ($5,000,000), (v) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500), and (vi) if the assignment is less than the assigning Lender’s entire interest in the Loan, the assigning Lender must retain at least a Ten Million Dollar ($10,000,000.00) interest in the Loan. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loan to be a Co-Agent, an “Arranger” or similar title, but such designation shall not confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrowers hereby agree that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrowers by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (b) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and thereunder.

 

(b)          By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) except as provided in such Assignment and Assumption, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished in connection therewith; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by each Borrower of any of its obligations under any Loan Document or any other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms that it has received a copy of this Agreement together with such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to become a Lender hereunder; (iv) such Eligible Assignee will, independently and without reliance upon Agent, the assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Eligible Assignee appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

 

SECURED LOAN AGREEMENTPage 35
 

 

(c)          Agent shall maintain a copy of each Assignment and Assumption delivered to and accepted by it and shall record in its records the names and address of each Lender and the Commitment of, and Percentage of the Loan owing to, such Lender from time to time. Borrowers, the Agent and Lenders may treat each entity whose name is so recorded as a Lender hereunder for all purposes of this Agreement.

 

(d)          Upon receipt of an Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, Agent shall, if such Assignment and Assumption has been properly completed and consented to if required herein, accept such Assignment and Assumption, and record the information contained therein in its records, and the Agent shall use its best efforts to give prompt notice thereof to Borrowers (provided that neither the Agent nor the Lenders shall be liable for any failure to give such notice).

 

(e)           Borrowers shall, at no cost or expense to Borrowers, use reasonable efforts to cooperate with Agent and each Lender in connection with the assignment of interests under this Agreement or the sale of participations herein.

 

(f)           Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section, any Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from its obligations hereunder. To facilitate any such pledge or assignment, the Agent shall, at the request of such Lender, enter into a letter agreement with the Federal Reserve Bank in, or substantially in, the form of the exhibit to Appendix C to the Federal Reserve Bank of New York Operating Circular No. 12.

 

(g)          Anything in this Agreement to the contrary notwithstanding, any Lender may assign all or any portion of its rights and obligations under this Agreement to another branch or Affiliate of such Lender without first obtaining the approval of any Agent or the Borrowers, provided that (i) such Lender remains liable hereunder unless the Borrowers and Agent shall otherwise agree, (ii) at the time of such assignment such Lender is not a Defaulting Lender, (iii) such Lender gives the Agent and Borrower at least fifteen (15) days prior written notice of any such assignment; (iv) the parties to each such assignment execute and deliver to Agent an Assignment and Assumption, and (v) the Agent receives from the assigning Lender a processing fee of One Thousand Five Hundred Dollars ($1,500).

 

(h)          Each Lender shall have the right, without the consent of the Borrowers, to sell participations to one or more Eligible Assignees in or to all or a portion of its rights and obligations under the Loan and the Loan Documents; provided, however, that (i) such Lender’s obligations under this Agreement (including without limitation its Commitment to Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and with regard to any and all payments to be made under this Agreement and (iv) the holder of any such participation shall not be entitled to voting rights under this Agreement or the other Loan Documents (but such holder may contract with the Lender selling such Eligible Assignee its interest in such Lender’s share of the Loan as to voting of such Lender’s interest under Section 20.6(b) [but not under any other section of this Agreement], provided that any such agreement by a Lender shall bind only such Lender alone and not Borrowers, the other Lenders or the Agent).

 

(i)           No Eligible Assignee of any rights and obligations under this Agreement shall be permitted to subassign such rights and obligations. No participant in any rights and obligations under this Agreement shall be permitted to sell subparticipations of such rights and obligations.

 

SECURED LOAN AGREEMENTPage 36
 

 

(j)           Borrowers acknowledge and agree that Lenders may provide to any Eligible Assignee or participant originals or copies of this Agreement, any other Loan Document and any other documents, instruments, certificates, opinions, insurance policies, letters of credit, reports, requisitions and other materials and information of every nature or description, and may communicate all oral information, at any time submitted by or on behalf of Borrowers or received by any Lender in connection with the Loan or with respect to Borrowers, provided that prior to any such delivery or communication, such Eligible Assignees or participants shall agree to preserve the confidentiality of any of the foregoing to the same extent that such Lender agreed to preserve such confidentiality. In order to facilitate assignments to Eligible Assignees and sales to Eligible Assignees, Borrowers shall execute such further documents, instruments or agreements as Lenders may reasonably require; provided, that no Borrower shall be required (i) to execute any document or agreement which would materially decrease its rights, or materially increase its obligations, relative to those set forth in this Agreement or any of the other Loan Documents (including financial obligations, personal recourse, representations and warranties and reporting requirements), or (ii) to expend more than incidental sums of money or incidental administrative time for which it does not receive reasonable reimbursement in order to comply with any requests or requirements of any Lender in connection with such assignment or sale arrangement. In addition, Borrowers agrees to cooperate fully with Lenders in the exercise of Lenders’ rights pursuant to this Section, including providing such information and documentation regarding Borrower as any Lender or any potential Eligible Assignee or participant may reasonably request and to meet with potential Eligible Assignees.

 

19.2.      Several Liability.

 

Anything in this Agreement contained to the contrary notwithstanding, the obligations of each Lender to Borrowers under this Agreement are several and not joint and several; each Lender shall only be obligated to fund its Percentage of each disbursement to be made hereunder up to the amount of its Commitment. During any time, and only during such time, as Agent is the sole Lender and has not assigned any portion or portions of its interest in the Loan to another Lender pursuant to an Assignment and Assumption Agreement, Agent in its individual capacity shall be liable for all of the obligations of the Lender under this Agreement and the other Loan Documents. From and after the date that Agent as the sole Lender assigns any portion or portions of its interest in the Loan to another Lender pursuant to an Assignment and Assumption Agreement, then Agent shall act as the administrative agent on behalf of itself as a Lender and the other Lenders.

 

ARTICLE 20
AGENT

 

20.1.      Appointment.

 

KeyBank National Association is hereby appointed as Agent hereunder and under each other Loan Document, and each Lender hereby irrevocably authorizes the Agent to act as agent for such Lender and to take such actions as such Lender is obligated or entitled to take under the provisions of this Agreement and the other Loan Documents. Agent agrees to act as such upon the express conditions contained in this Article in substantially the same manner that it would act in dealing with a loan held for its own account. Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement.

 

The provisions of this Article are solely for the benefit of the Agent and the Lenders, and Borrowers shall not have any rights to rely on or enforce any of the provisions hereof except as provided in Section 20.2 below. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of Lender and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for the Borrowers.

 

20.2.      Reliance on Agent.

 

All acts of and communications by the Agent, as agent for the Lenders, shall be deemed legally conclusive and binding; and Borrower or any third party (including any court) shall rely on any and all communications or acts of the Agent with respect to the exercise of any rights or the granting of any consent, waiver or approval on behalf of a Lender in all circumstances where an action by such Lender is required or permitted pursuant to this Agreement or the provisions of any other Loan Document or by applicable law without the right or necessity of making any inquiry of any individual Lender as to the authority of Agent with respect to such matter. In no event shall any of the foregoing limit the rights or obligations of any Lender with respect to any other Lender pursuant to this Article 20.

 

SECURED LOAN AGREEMENTPage 37
 

 

20.3.      Powers.

 

The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto or are otherwise necessary or desirable in connection with the administration of the Loan, and may exercise all other powers of Lenders as are not made subject to the consent of the Required Lenders pursuant to Section 20.6(a) or to the consent of all Lenders pursuant to Section 20.6(b). Without limiting the foregoing, the Agent may consent to or execute easements, plats, dedications, release of minor portions of the collateral and similar documents. The Agent shall not be considered, or be deemed, a separate agent of the Lenders hereunder, but is, and shall be deemed, acting in its contractual capacity as Agent, exercising such rights and powers under the Loan Documents as are specifically delegated to the Agent or Agent is otherwise entitled to take hereunder. Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action except any action specifically provided by the Loan Documents to be taken by the Agent.

 

20.4.      Disbursements.

 

(a)          At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrowers agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds.

 

(b)          Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Cleveland time) on the Funding Date. Nothing in this Section 20.4 shall be deemed to relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make any Advances hereunder.

 

20.5.      Distribution and Apportionment of Payments.

 

(a)          Subject to Section 20.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon, at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than 11:00 A.M. (Cleveland time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents, as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.

 

SECURED LOAN AGREEMENTPage 38
 

 

(b)          If a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunder, such sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the “Lender Default Obligation”) shall be payable by the Defaulting Lender (i) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting Lender failed to fund or (ii) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender(s) who made such advance and shall be credited against the Defaulting Lender’s obligation to pay interest on the amount advanced at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments. No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement.

 

(c)          At least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

 

SECURED LOAN AGREEMENTPage 39
 

 

20.6.      Consents and Approvals.

 

(a)          Each of the following shall require the approval or consent of the Required Lenders:

 

(i)           The exercise of any rights and remedies under the Loan Documents following an Event of Default, provided that absent any direction from the Required Lenders, Agent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders or the collateral securing the Loan;

 

(ii)          Appointment of a successor Agent;

 

(iii)         Approval of Post-Default Plan (defined in Section 20.7(d)); and

 

(iv)         Except as referred to in subsection (b) below, approval of any amendment or modification of this Agreement or any of the other Loan Documents, or issuance of any waiver of any material provision of this Agreement or any of the other Loan Documents;

 

(b)          Each of the following shall require the approval or consent of all the Lenders:

 

(i)           Extension of the Maturity Date (beyond any extension permitted herein) or forgiveness of all or any portion of the principal amount of the Loan or any accrued interest thereon, or any other amendment of this Agreement or the other Loan Documents which would reduce the interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of payment of any principal, interest or fees;

 

(ii)          Reduction of the percentage specified in the definition of Required Lenders;

 

(iii)         Increasing the amount of the Loan or any non-consenting Lender’s Commitment;

 

(iv)         Release of any lien on any material collateral (except as Borrowers are entitled to under the Loan Documents); and

 

(v)          Amendment of the provisions of this Section 20.6.

 

(c)           In addition to the required consents or approvals referred to in subsections (a) and (b) above, the Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto.

 

(d)          Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders. Each Lender agrees that any action taken by the Agent at the direction or with the consent of the Required Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the exercise by the Agent at the direction or with the consent of the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Agent to the Lenders requesting Lenders’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by Borrower in respect of the matter or issue to be resolved, and (iv) shall include the Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other course of action recommended by the Required Lenders.

 

SECURED LOAN AGREEMENTPage 40
 

 

20.7.      Agency Provisions Relating to Collateral.

 

(a)          The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents.

 

(b)          Except as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority.

 

(c)          Should the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders.

 

(d)          In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

 

SECURED LOAN AGREEMENTPage 41
 

 

20.8.      Lender Actions Against Borrower or the Collateral.

 

Each Lender agrees that it will not take any action, nor institute any actions or proceedings, against any Borrower or any other person hereunder or under any other Loan Documents with respect to exercising claims against such Borrower or rights in any collateral without the consent of the Required Lenders. With respect to any action by the Agent to enforce the rights and remedies of the Agent and Lenders with respect to such Borrower and any collateral in accordance with the terms of this Agreement, each Lender hereby consents to the jurisdiction of the court in which such action is maintained.

 

20.9.      Assignment and Participation.

 

No Lender shall be permitted to assign or sell all or any portion of its rights and obligations under this Agreement to any Borrower or any Affiliate of any Borrower.

 

20.10.    Ratable Sharing.

 

Subject to Sections 20.4 and 20.5, Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Percentages, whether received by voluntary payment, by the exercise of the right of set-off or bankers’ lien, by counterclaim or cross action or by the enforcement of any or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers’ lien or otherwise, receive payment of a proportion of the aggregate amount of the Loan held by it which is greater than its Percentage of the payments on account of the Loan, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such obligations owed to the others so that all such recoveries with respect to such obligations shall be applied ratably in accordance with their Percentages; provided, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection with such recovery. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.

 

20.11.    General Immunity.

 

Neither Agent nor any of its directors, officers, agents or employees shall be liable to Borrowers or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. In the absence of gross negligence, the Agent shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to Section 20.5, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

 

20.12.    No Responsibility for Loan, Recitals, etc..

 

Neither Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any use of the Loan; (ii) the performance or observance of any of the covenants or agreements of any party to any Loan Document; (iii) the satisfaction of any condition specified in this Agreement, except receipt of items purporting to be the items required to be delivered to any Agent; or (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith, provided that the foregoing shall not release Agent from liability for its gross negligence or willful misconduct.

 

SECURED LOAN AGREEMENTPage 42
 

 

20.13.    Action on Instructions of Lenders.

 

The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by all the Lenders (or the Required Lenders, if such action may be directed hereunder by the Required Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of Lenders. Each Lender, severally to the extent of its Percentage, hereby agrees to indemnify Agent against and hold it harmless from any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action, provided that the foregoing shall not release Agent from liability for its gross negligence or willful misconduct.

 

20.14.    Employment of Agents and Counsel.

 

The Agent may undertake any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be liable to Lenders, except as to money or securities received by them or their authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.

 

20.15.    Reliance on Documents; Counsel.

 

The Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be an employee of Agent, provided that the foregoing shall not release the Agent from liability for its gross negligence or willful misconduct. Any such counsel shall be deemed to be acting on behalf of Lender in assisting the Agent with respect to the Loan, but shall not be precluded from also representing Agent in any matter in which the interests of Agent and the other Lenders may differ.

 

20.16.    Agent’s Reimbursement and Indemnification.

 

Lenders agree to reimburse and indemnify Agent ratably (i) for any amounts (excluding principal and interest on the Loan and loan fees) not reimbursed by Borrowers for which Agent is entitled to reimbursement under the Loan Documents, (ii) for any other expenses incurred by Agent on behalf of Lender, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, if not paid by Borrowers, (iii) for any expenses incurred by Agent on behalf of Lender which may be necessary or desirable to preserve and maintain collateral or to perfect and maintain perfected the liens upon the collateral granted pursuant to this Agreement and the other Loan Documents, if not paid by Borrowers, (iv) for any amounts and other expenses incurred by Agent on behalf of Lender in connection with any default by any Lender hereunder or under the other Loan Documents, if not paid by such Lender, and (v) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of Agent.

 

20.17.    Rights as a Lender.

 

With respect to its Commitment, if any, Agent shall have the same rights, powers and obligations hereunder and under any other Loan Document as any Lender and may exercise such rights and powers as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include Agent in its individual capacities. Borrowers and each Lender acknowledge and agree that Agent and/or its affiliates may accept deposits from, lend money to, hold other investments in, and generally engage in any kind of trust, debt, equity or other transaction or have other relationships, in addition to those contemplated by this Agreement or any other Loan Document, with Borrowers or any of their affiliates in which Borrowers or such affiliate are not restricted hereby from engaging with any other person.

 

SECURED LOAN AGREEMENTPage 43
 

 

20.18.    Lenders’ Credit Decisions.

 

Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements and other information prepared by Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

 

20.19.    Notice of Events of Default.

 

Should Agent receive any written notice of the occurrence of a default or Event of Default, or should the Agent send Borrowers a notice of Default or Event of Default, the Agent shall promptly furnish a copy thereof to each Lender.

 

20.20.    Successor Agent.

 

(a)          Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) days prior written notice to Lenders and Borrowers. Such resignation shall take effect on the date set forth in such notice or as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender.

 

(b)          Upon resignation by the Agent, or any successor Agent, the Required Lenders shall appoint a successor Agent with the written consent of Borrowers, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrowers shall be required if an Event of Default then exists). If no successor Agent shall have been so appointed by the Required Lenders (with the consent of Borrowers as set forth in the preceding sentence), and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving notice of resignation, then the retiring Agent may appoint a successor Agent with the consent of Borrower, which shall not unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent and the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent’s resignation hereunder as an Agent, the provisions of this Article 20 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. In the event that Synovus Bank, in its sole discretion, elects to become successor Agent, the consent of Borrowers shall not be required.

 

ARTICLE 21
WAIVER OF JURY TRIAL

 

EACH BORROWER AND LENDER EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

 

SECURED LOAN AGREEMENTPage 44
 

 

EXECUTED as of the date first set forth above.

 

BORROWERS:   SUMTER PLACE OWNER, LLC, a Delaware limited liability company
       
    By: /s/ John Mark Ramsey
      John Mark Ramsey, Authorized Signatory
       
AGENT:   KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent on behalf of itself and the other lenders
       
    By: /s/ John Hyland
      John Hyland, AVP-Closing Officer
       
LENDERS:   KEYBANK NATIONAL ASSOCIATION, a national banking association
       
    By: /s/ John Hyland
      John Hyland, AVP-Closing Officer

 

SECURED LOAN AGREEMENTPage 45
 

 

EXHIBIT A-1

 

Legal Description of Sumter Place Land

 

THAT PORTION OF SECTION 3, TOWNSHIP 19 SOUTH, RANGE 23 EAST, SUMTER COUNTY, FLORIDA, DESCRIBED AS FOLLOWS:

 

COMMENCE AT THE SOUTHWEST CORNER OF TRACT 'J', ALLENDALE VILLAS, PLAT BOOK 9, PAGES 12 AND 12A, AS RECORDED IN PUBLIC RECORDS OF SUMTER COUNTY, FLORIDA, THENCE NORTH 89°32'10" WEST ALONG THE NORTH RIGHT OF WAY LINE OF COUNTY ROAD NUMBER 466A, A DISTANCE OF 620.70 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 48.00 FEET TO WHICH A RADIAL LINE BEARS S63°17'31"W, THENCE DEPARTING SAID RIGHT OF WAY LINE RUN NORTHERLY 22.76 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 27°10'25" TO THE POINT OF TANGENCY; THENCE N00°27'56"E A DISTANCE OF 46.21 FEET; THENCE N04°46'25"W, 161.20 FEET; THENCE N00°12'37"E, 148.59 FEET; THENCE N89°32'10"W, 14.01 FEET TO THE POINT OF BEGINNING; THENCE S16°20'52”W, 51.15 FEET; THENCE S00°27'50"W, 79.09 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 498.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 05°49'00", AN ARC DISTANCE OF 50.56 FEET TO THE POINT OF TANGENCY; THENCE S06°16'49"W, 97.21 FEET; THENCE S02°19'35"W, 79.52 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 48.00 FEET AND A CHORD BEARING AND DISTANCE OF S14°16'20"W, 22.91 FEET TO WHICH A RADIAL LINE BEARS S89°32'10"E; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°37'02", AN ARC DISTANCE OF 23.14 FEET TO SAID RIGHT OF WAY LINE OF COUNTY ROAD NUMBER 466A; THENCE ALONG SAID RIGHT OF WAY LINE AND A NON-TANGENT LINE RUN N89°32'10"W, A DISTANCE OF 477.79 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY LINE RUN N00°27'50" E A DISTANCE OF 30.00 FEET; THENCE PARALLEL WITH SAID RIGHT-OF-WAY LINE RUN N89°32'10"W A DISTANCE OF 159.78 FEET TO THE BOUNDARY OF VILLAGES OF SUMTER UNIT NO. 147, PER PLAT THEREOF RECORDED IN PLAT BOOK 9, PAGES 8 THROUGH 8D, PUBLIC RECORDS OF SUMTER COUNTY, FLORIDA; THENCE ALONG SAID BOUNDARY WITH THE FOLLOWING TWO (2) COURSES: RUN N00°23'44"E A DISTANCE OF 380.00 FEET; THENCE S89°32'10"E A DISTANCE OF 672.49 FEET; THENCE DEPARTING SAID PLATTED BOUNDARY RUN S00°27'50”W A DISTANCE OF 32.80 FEET TO THE POINT OF BEGINNING.

 

TOGETHER WITH A NON EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THE FOLLOWING INTERNAL ROADS AND DRIVES) AS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

 

EXHIBIT A-1Page 1
 

 

THAT PORTION OF SECTION 3, TOWNSHIP 19 SOUTH, RANGE 23 EAST, SUMTER COUNTY, FLORIDA, DESCRIBED AS FOLLOWS:

 

COMMENCE AT THE SOUTHWEST CORNER OF TRACT 'J', ALLENDALE VILLAS, PLAT BOOK 9, PAGES 12 AND 12A, AS RECORDED IN PUBLIC RECORDS OF SUMTER COUNTY, FLORIDA, THENCE N89°32'10"W ALONG THE NORTH RIGHT OF WAY LINE OF COUNTY ROAD NUMBER 466A, A DISTANCE OF 620.70 FEET TO THE POINT OF BEGINNING, SAID POINT OF BEGINNING ALSO BEING THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 48.00 FEET TO WHICH A RADIAL LINE BEARS S63°17'31"W, THENCE DEPARTING SAID RIGHT OF WAY LINE RUN NORTHERLY 22.76 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 27°10'25" TO THE POINT OF TANGENCY; THENCE N00°27'56"E A DISTANCE OF 46.21 FEET; THENCE N04°46'25"W, 161.20 FEET; THENCE N00°12'37"E, 99.25 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 23.00 FEET; THENCE RUN NORTHEASTERLY 36.23 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 90°15'13" TO THE POINT OF TANGENCY; THENCE S89°32'10"E, 356.81 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 32.50 FEET; THENCE RUN EASTERLY 15.78 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 27°49'35"; THENCE DEPARTING SAID CURVE RUN N28°17'25"E A DISTANCE OF 26.00 FEET TO A POINT ON A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 57.00 FEET TO WHICH A RADIAL LINE BEARS N29°05'17”E, CHORD BEARING AND DISTANCE OF N75°13'27”W, 28.18 FEET; THENCE RUN WESTERLY 28.48 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 28°37'27" TO THE POINT OF TANGENCY; THENCE N89°32'10"W, 786.04 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 59.20 FEET; THENCE RUN WESTERLY, 7.56 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 07°19'07" TO THE POINT OF REVERSE CURVATURE OF A CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 10.00 FEET; THENCE RUN WESTERLY 11.25 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 64°27'44" TO THE POINT OF TANGENCY; THENCE N32°23'33"W A DISTANCE OF 4.42 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 38.00 FEET; THENCE RUN NORTHWESTERLY 37.92 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 57°10'11" TO THE POINT OF TANGENCY; THENCE N89°33'44"W, 195.69 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 30.00 FEET; THENCE RUN SOUTHWESTERLY, 47.21 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 90°10'20" TO THE POINT OF TANGENCY; THENCE S00°15'57"W, 342.12 FEET TO A POINT 30.00 FEET NORTH OF THE NORTH RIGHT-OF-WAY LINE OF COUNTY ROAD NUMBER 466A; THENCE PARALLEL WITH SAID RIGHT-OF-WAY LINE RUN S89°32'10"E, 16.00 FEET; THENCE RUN N00°15'57"E, 340.17 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 16.00 FEET; THENCE RUN NORTHEASTERLY 25.18 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 90°10'20" TO THE POINT OF TANGENCY; THENCE S 89°33'44" E A DISTANCE OF 190.69 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25.00 FEET; THENCE RUN SOUTHEASTERLY, 25.97 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 59°31'26" TO THE POINT OF TANGENCY; THENCE S30°02'18"E, 31.99 FEET TO THE INTERSECTION WITH A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 33.00 FEET TO WHICH A RADIAL LINE BEARS N30°02'18”W; THENCE RUN EASTERLY, 17.57 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 30°30'07" TO THE POINT OF TANGENCY; THENCE S89°32'10"E A DISTANCE OF 355.00 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 23.00 FEET; THENCE RUN SOUTHEASTERLY 36.13 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 90°00'00" TO THE POINT OF TANGENCY; THENCE S00°27'50"W, 79.09 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 498.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 05°49'00", AN ARC DISTANCE OF 50.56 FEET TO THE POINT OF TANGENCY; THENCE S06°16'49"W, 97.21 FEET; THENCE S02°19'35"W, 79.52 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 48.00 FEET AND A CHORD BEARING AND DISTANCE OF S14°16'20"W, 22.91 FEET TO WHICH A RADIAL LINE BEARS S89°32'10"E; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 27°37'02", AN ARC DISTANCE OF 23.14 FEET TO SAID RIGHT OF WAY LINE; THENCE S89°32'10"E, ALONG SAID RIGHT OF WAY LINE AND A NON-RADIAL LINE A DISTANCE OF 69.15 FEET TO THE POINT OF BEGINNING.

 

EXHIBIT A-1Page 2
 

 

EXHIBIT A-2

 

Legal Description of Sumter Grand Land

 

[TO BE ADDED AT CLOSING OF SUMTER GRAND PROPERTY]

 

EXHIBIT A-2Page 1
 

 

EXHIBIT B-1

 

Sumter Place Permitted Exceptions

 

1.Any lien or claim of lien for services, labor or materials which may take priority over the estate or interest insured by reason of that certain Notice of Commencement recorded under O.R. Book 2635, Page 35 and amended in O.R. Book 2642, Page 353, of the Public Records of Sumter County, Florida. (As to Internal Roads and Drives only)
2.Notice of Adoption of the Villages of Sumter Development of Regional Impact recorded in O.R. Book 819, Page 157, together with Amendments recorded in O.R. Book 833, Page 157, O.R. Book 950, Page 621, O.R. Book 1072, Page 572, O.R. Book 1072, Page 585, O.R. Book 1194, Page 69, O.R. Book 1511, Page 680, O.R. Book 1664, Page 60, O.R. Book 1683, Page 198, O.R. Book 1715, Page 631, O.R. Book 1972, Page 147, O.R. Book 1972, Page 160, O.R. Book 2044, Page 771, O.R. Book 2259, Page 52, O.R. Book 2514, Page 466, O.R. Book 2532, Page 45, O.R. Book 2536, Page 719 and O.R. Book 2538, Page 512, Public Records of Sumter County, Florida.
3.Memorandum of Agreement by and between Sumter County, Florida, and Lake County Service Corporation recorded in O.R. Book 1599, Page 470, together with Amended and Restated Memorandum of Agreement recorded in O.R. Book 2236, Page 520, Public Records of Sumter County, Florida.
4.Notice of Recontouring of Land (NOPC Area 6) Development Agreement for the Villages of Sumter DRI Substantial Deviation recorded in O.R. Book 1268, Page 133, Public Records of Sumter County, Florida.
5.Grant of Easement in favor of the Villages Water Conservation Authority, L.L.C., a Florida limited liability company, recorded in O.R. Book 1508, Page 803, together with Assignment of Easements in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 562, Public Records of Sumter County, Florida.
6.Grant of Easement in favor of the Villages Water Conservation Authority, L.L.C., a Florida limited liability company, recorded in O.R. Book 1508, Page 412, together with Assignment of Easements in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 562, Public Records of Sumter County, Florida.
7.Notice of Establishment of North Sumter County Utility Dependent District recorded in O.R. Book 2219, Page 21, Public Records of Sumter County, Florida.
8.Grant of Easements in favor of North Sumter Utility Company, L.L.C., a Florida limited liability company, recorded in O.R. Book 1966, Page 669, together with Assignment of Easements and Assumption of Obligations in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 556, Public Records of Sumter County, Florida.
9.Grant of Easements in favor of the Villages Water Conservation Authority, L.L.C., a Florida limited liability company, recorded in O.R. Book 1967, Page 1, together with Assignment of Easements and Assumption of Obligations in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 556, Public Records of Sumter County, Florida.
10.Terms and conditions of the following: that certain Unrecorded Amended and Restated Ground Lease referenced in the Amended and Restated Memorandum of Ground Lease between GTMJ Investment Group, LLC and Retirement One, LLC, a Florida limited liability company recorded in O.R. Book 2597, Page 791, Public Records of Sumter County, Florida. Notice of Leased Premises Not Subject to Construction Liens recorded in O.R. Book 2226, Page 299, Public Records of Sumter County, Florida.
11.Declaration of Covenant for the Payment of Amenity Fees recorded in O.R. Book 2468, Page 380, Public Records of Sumter County, Florida.
12.Amended and Restated Memorandum of Ground Lease recorded in O.R. Book 2594, Page 727, Public Records of Sumter County, Florida. (As to Internal Roads and Drives only)
13.Matters shown on the ALTA/ ACSM Land Title Survey of Farner Barley and Associates, Inc., dated April 9, 2013, with last revision dated December 19, 2014, namely, encroachments of the concrete block wall, charging stations, landscaping, curbing and parking spaces located on the north side of the property into the Utility Easement recorded in Official Records Book 1966 Page 669 and ORB 1967 Page 1 Public Records of Sumter County, Florida.

14.Declaration of Covenant for the Payment of Amenity Fees recorded in O.R. Book 2598, Page 1, Public Records of Sumter County, Florida.(As to Internal Roads and Drives only)

 

EXHIBIT B-1Page 1
 

 

EXHIBIT B-2

 

Sumter Grand Permitted Exceptions

 

[TO BE ADDED AT CLOSING OF SUMTER GRAND PROPERTY]

 

EXHIBIT B-2Page 1
 

 

EXHIBIT C

 

Title Requirements

 

1.Title Insurance Company Requirements. The maximum single risk (i.e., the amount insured under any one policy) by a title insurer may not exceed 25% of that insurer’s surplus and statutory reserves. Reinsurance must be obtained by closing for any policy exceeding such amount.

 

2.Loan Policy Forms. Standard American Land Title Association form of mortgagee insurance policy, must be used.

 

3.Insurance Amount. The amount insured must equal at least the original principal amount of the Loan.

 

4.Named Insured. The named insured under the Title Policy must be substantially the same as the following: “KeyBank National Association, as agent for the benefit of the Lenders, and its respective successors and assigns.”

 

5.Arbitration. In the event that the form policy which is utilized includes a compulsory arbitration provision, the insurer must agree that such compulsory arbitration provisions do not apply to any claims by or on behalf of the insured.

 

6.Date of Policy. The effective date of the Title Policy must be as of the date and time of the recording of the applicable Mortgage(s).

 

7.Legal Description. The legal description of the property contained in the Title Policy must conform to (a) the legal description shown on the survey of the property, and (b) the legal description contained in the Mortgage.

 

8.Easements. Each Title Policy shall insure, as separate parcels: all appurtenant easements and other estates benefiting the property.

 

9.Exceptions to Coverage. With respect to the exceptions, the following applies:

 

a)Each Title Policy shall afford the broadest coverage available in the state in which the subject property is located.

 

b)The “standard” exceptions (such as for parties in possession or other matters not shown on public records) must be deleted to the extent permitted by law or regulation.

 

c)The “standard” exception regarding tenants in possession under residential leases, should also be deleted. In the alternative, the exception should read substantially as follows: “Rights or claims of parties in possession under residency agreements, as residents only, without any right of first refusal to purchase any portion of the property.” For commercial properties, a rent roll should be attached in lieu of the general exception.

 

d)The standard survey exception to the Title Policy must be modified to read “shortages in area” only.

 

e)Any exception for taxes, assessments, or other lienable items must expressly insure that such taxes, assessments, or other items are not yet due and payable.

 

f)Any lien, encumbrance, condition, restriction, or easement of record must be listed in the Title Policy, and the Title Policy must affirmatively insure against all loss or damage due to encroachments upon insured easements, if any.

 

EXHIBIT CPage 1
 

 

g)The Title Policy may not contain any exception for any filed or unfiled mechanics’ or materialmen’s liens.

 

10.Endorsements. With respect to endorsements, the following applies:

 

Lender may require the following
endorsements where applicable and
available:		 due execution single tax lot
     
Access    
Address first loss subdivision
Assessments last dollar tie in
assignment of leases and rents leasehold usury
assignment of loan documents mineral rights  
Contiguity mortgage tax  
doing business reverter  

 

11.Informational Matters. The Policy must include, as an informational note, the following:

 

The recorded plat number together with recording information.

 

12.Delivery of Copies. Legible copies of all easements, encumbrances, or other restrictions shown as exceptions on the Title Policy must be delivered with the first draft of the title commitment.

 

EXHIBIT CPage 2
 

 

EXHIBIT D

 

SURVEY REQUIREMENTS

 

Property Survey:

 

1.A survey shall be certified to Lender ___________ and ___________ [(insert names of Borrower and Title Insurance Company)] by a registered land surveyor. The survey is to have the surveyor’s seal affixed and shall reflect a current date. Older surveys are acceptable if updated and re-certified.

 

2.The full legal description and street address must be shown. The legal description must be identical to that contained in the title insurance commitment. If the premises are described as being on a filed plat or map, the survey should contain a legend relating the parcel to the map on which it is shown.

 

3.All perimeter property lines must be specifically identified. Show the location by courses and distances of: (a) the parcel to be covered by the mortgage; (b) clearly designate the point of beginning and the relation of the point of beginning of said parcel to the monument from which it is fixed; (c) all servient easements; (d) the established building line; (e) all easements appurtenant to said parcel (f) the line of the street or streets abutting the parcel and the width of said streets; (g) the location by courses and distances of the nearest intersection of two streets to the subject property.

 

4.The number of square feet or acres contained in the parcel must be specifically identified.

 

5.All streets adjacent to the property and R.O.W. lines must be specifically identified. The survey must disclose that access to the adjacent streets exists.

 

6.All exceptions on the title insurance commitment must be plotted (or, identified on the face of the survey as not plottable). Indicate the reason that any exceptions (except liens) are not plottable.

 

7.All easements affecting the property shall be identified by recording information (book and page or document number of instrument creating the easement).

 

8.Identify all utility lines as they service the property and improvements (sewer, water, gas, electric and telephone). Indicate whether the utility line is above or below grade and show the sizes of the respective service.

 

9.Show and describe encroachments or make a positive statement there are not encroachments.

 

10.State whether or not the property appears on any U.S. Department of H.U.D. Flood Insurance Boundary Map and, if so, further state the map number and whether or not the property appears in the “Flood Hazard” shown on the map.

 

11.Show the location of railroad tracks and sidings.

 

12.The location of rubbish fills, sloughs, springs, filled-in wells or cisterns and seep holes should be charted wherever possible.

 

13.For property on which existing improvements are to remain, include:

 

(a)All structures and improvements including sidewalks, stoops, over-hangs, and parking areas must be shown. The square footage of all structures must be listed. Show all structures and improvements on said parcel with horizontal lengths of all sides and the relation thereof by distances to (i) all boundary lines of the parcel; (ii) servient easements; (iii) established building lines; and (iv) street lines.

 

(b)Identify parking and paved areas. Identify the number of vehicles that may be parked in each parking area.

 

EXHIBIT DPage 1
 

 

FORM OF CERTIFICATION FOR SURVEYS

 

To KeyBank National Association, as agent for the benefit of the Lenders, ___________ and ___________ (insert Borrower and Title Insurance Company):

 

This is to certify that this map or plat and the survey on which it is based were made in accordance with the “2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and NSPS, and includes Items [2, 3, 4, 6, 7(a), 7(b), 7(c), 8, 9, 10, 11(a), 13 and 16] of Table A thereof. The field work was completed on ___________. Pursuant to the Accuracy Standards as adopted by ALTA and NSPS and in effect on the date of this certification, undersigned further certifies that in my professional opinion, as a land surveyor registered in the State of __________, the Relative Positional Accuracy of this survey does not exceed that which is specified therein.

 

Date of Plat or Map: _______________                                                            (signed)                           (seal)

Registration No.

 

EXHIBIT DPage 2
 

 

EXHIBIT E

 

 

INSURANCE REQUIREMENTS FOR COMMERCIAL REAL ESTATE LOANS

TERM LOAN – Existing or Completed Building – Health Care Group

 

Named Insured (Borrower): Retirement Two, LLC and Sumter Place Owner, LLC

 

Collateral Property Addresses:        Sumter Grand: 1490 Killingsworth Way, The Villages, FL 32162 and

Sumter Place: 1550 Killingsworth Way, The Villages, FL 32162

 

Mortgagee:KeyBank National Association, its successors and/or assignees, for itself and, when applicable, as agent for other participating lenders

 

Mortgagee address:KeyBank Real Estate Capital, Attention: Insurance Dept
 11501 Outlook Street, Suite #300, Overland Park, KS 66211

 

Deductible under any line of coverage (except flood, quake and named windstorm) must not exceed $100,000.

 

NOTE: EVIDENCE OF INSURANCE MUST ADDRESS ALL THESE POINTS

PROPERTY

Required

coverage and conditions:

 

·     “Special Form” equivalent to ISO standard, or “Risks of loss not otherwise excluded” for coverage comparable to ISO Special Form, including damage from windstorm and hail

·     Boiler & Machinery or Breakdown coverage for buildings with boilers, elevators or central HVAC (not required for per-unit HVAC)

·     Replacement cost valuation for building. Actual loss sustained for business income.

·     No coinsurance / coinsurance waived

·     At least 180 days extended period of recovery provision under business income

Additional causes of loss if specified:

¨ Flood – mandatory at NFIP limits ($250,000 per residential bldg.,

$500,000 per commercial bldg.) if property is in Special Flood Hazard Area

¨  Additional or alternative flood limits: $1,000,000

¨  Earthquake $ 25% of value if location is high-risk for earthquake

x Terrorism

x Ordinance or Law: (A) Loss of value of undamaged part – within full building limit

(if sublimit applies, it should be at least 25% of hard cost value);

(B) Demolition and (C) Increased Cost of Construction: $1,000,000

¨ Other

 

Amount of insurance:

Building: Sufficient to cover insurable value (cost to construct less standard exclusions such as

foundation):  Sumter Place $23,630,000

Sumter Grand $32,010,000

Business interruption: Sufficient to cover 12 months’ revenue or rental income:

Sumter Place  $9,274,107

Sumter Grand $8,601,995

Mortgagee Clause:

 

Mortgagee identified as above.

Mortgagee provisions must match standard clause of ISO forms or Lender’s Loss Payable clause per section D of ISO form CP 12 18 (06 07); INCLUDE COPY WITH CERTIFICATE

 

Documentation:

Acord 28 Evidence of Property Insurance

·     All details specified above must be specifically addressed.

·     All deductibles and any sub-limits must be disclosed.

·     If program is blanket over other locations as well as loan property, show policy limits along with values reported to insurer for the subject location.

 

EXHIBIT EPage 1
 

 

GENERAL LIABILITY

 

Coverage form:

Commercial General Liability – equivalent to ISO standard occurrence-based form, including bodily injury, property damage, personal injury, contractual liability and products/completed operations liability, unless otherwise agreed by lender. Claims-made form may be accepted if linked to claims-made professional liability coverage.

 

Limit of liability per occurrence:

 

 

Not less than $3,000,000 combining primary and excess

 

Mortgagee as Additional Insured:

 

 

Mortgagee identified on page 1.

Coverage granted per ISO form CG 20 18 or CG 20 26, or equivalent.

INCLUDE COPY OF ENDORSEMENT OR POLICY PROVISIONS WITH CERTIFICATE.

 

Documentation:

Acord 25 Certificate of Liability Insurance

 

 

BORROWER’S PROPERTY, GENERAL LIABILITY AND UMBRELLA/EXCESS INSURERS MUST HAVE BEST’S RATINGS NOT LESS THAN A:X UNLESS OTHERWISE AGREED TO BY LENDER.

 

OTHER COVERAGES

 

Workers’ Compensation:

Statutory benefits for the state where the building is located. This requirement may be waived if borrowing entity has no employees and property manager produces evidence of workers’ compensation coverage.

 

Employer’s Liability:

$100,000 per accident for accidental injury; $100,000 per employee and $100,000 aggregate for occupational illness or disease.

 

Business Auto Liability: Covering owned, non-owned and hired/rented vehicles

 

Environmental Liability:

 

¨ Requirement applies only if checked. Form should cover liability for bodily injury and property damage claims, both on and off site, arising from existing and newly-discovered conditions, and include mortgagee as an insured along with borrower. Full quote and specimen forms must be submitted for lender approval.

Required limit: $[TBD if coverage is applicable]

 

Medical Professional Liability:

x Required if the borrowing entity is providing medical or healthcare services including assisted living.

Required limit not less than: $1,000,000

 

EXHIBIT EPage 2
 

 

EXHIBIT F

 

RESERVED

 

EXHIBIT FPage 1
 

 

EXHIBIT G

 

FORM OF BORROWERS’ CERTIFICATE OF COMPLIANCE

 

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44144

Attention:Relationship Manager,

KeyBank Real Estate Capital, Healthcare

 

Re:Secured Loan Agreement dated as of December 31, 2014 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) and all loan documents related thereto (the “Loan Documents”), between SUMTER PLACE OWNER, LLC, RETIREMENT TWO, LLC (collectively “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as administrative agent for the benefit of the lenders, and the Lenders

 

Reference is made to the Agreement and the Loan Documents. Capitalized terms used in this Certificate (including schedules and other attachments hereto, this “Certificate”) without definition have the meanings specified in the Agreement and the Loan Documents.

 

Pursuant to applicable provisions of the Agreement and the Loan Documents, the Borrowers hereby certify to the Agent that the information furnished in the attached schedules, including, without limitation, each of the calculations listed below are true, correct and complete in all material respects as of the last day of the fiscal periods subject to the financial statements and associated covenants being delivered to the Agent pursuant to the Agreement and the Loan Documents together with this Certificate (such statements being defined as the “Financial Statements” and the periods covered thereby defined as the “Reporting Period”) and for such reporting periods.

 

Borrowers hereby further certify to the Agent that:

 

1.Compliance with Financial Covenants. As shown below, Borrowers confirm that Borrowers are in full compliance with the Financial Covenants contained in the Loan Agreement.

 

(Need to include the following for each Project tested)

 

Covenant:Debt Service Coverage Covenant for _______________ Project tested quarterly (Commencing March 31, 2015, and continuing as of each March 31, June 30, September 30 and December 31 thereafter).

 

Calculation:Debt Service Coverage – Adjusted NOI divided by the Implied Debt Service for the applicable period (Please attach the calculation)

 

Calculations are shown on Schedule I attached hereto

 

Debt Service Coverage of ___________for period ending ____________

 

Minimum Required Debt Service Coverage: to 1.00

 

Compliance? (Yes or No)                              _____________________

 

EXHIBIT GPage 1
 

 

2.Review of Condition. Borrowers have reviewed the terms of the Agreement and the Loan Documents, including, but not limited to, the representations and warranties of the Borrower set forth in the Agreement and the Loan Documents and the covenants of the Borrowers set forth in the Agreement, and have made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Borrowers through the reporting periods.

 

3.Representations and Warranties. To the actual knowledge of Borrowers, the representations and warranties of the Borrowers contained in the Agreement and the Loan Documents, as applicable, are true and accurate in all material respects as of the date hereof and were true and accurate in all material respects at all times during the reporting period except as expressly noted on Schedule A hereto.

 

4.Covenants. To the actual knowledge of Borrowers, during the reporting period, the Borrowers observed and performed all of the respective covenants and other agreements under the Agreement and the Loan Documents, and satisfied each of the conditions contained therein to be observed, performed or satisfied by the Borrowers, except as expressly noted on Schedule A hereto.

 

5.No Event of Default. To the actual knowledge of Borrowers, no Event of Default exists as of the date hereof or existed at any time during the reporting period, except as expressly noted on Schedule A hereto.

 

EXHIBIT GPage 2
 

 

IN WITNESS WHEREOF, this Certificate is executed by the undersigned this ____ day of __________, 20____.

 

  SUMTER PLACE OWNER, LLC, a Delaware
limited liability company
     
  By:  
  Name:  
  Title:  
     
  RETIREMENT TWO, LLC, a Florida limited
liability company
     
  By:  
  Name:  
  Title:  

 

EXHIBIT GPage 3
 

 

EXHIBIT H

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

DATE: _________, ___, 2____

 

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of this _____ day of __________, _____, and is made by and between _______ (“Assignor”) and _________ (“Assignee”).

 

PRELIMINARY STATEMENT

 

Assignor is a party to that certain Secured Loan Agreement dated as of ______ __, 2014, (the Loan Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time shall be referred to herein as the “Loan Agreement”), by and among ___________________________________________, _____________________________, _____________________________, and ________________________ (collectively, “Borrowers”), and KeyBank National Association, as a lender and as Administrative Agent [and Lead Arranger] and the lenders named therein (collectively, “Lender”). Pursuant to the Loan Agreement, Lender agreed to make a loan of up to FIFTY-THREE MILLION ONE HUNDRED FIFTY-FOUR THOUSAND SIX HUNDRED and NO/100 DOLLARS ($53,154,600.00) (the “Loan”) to Borrowers to finance Project described in the Loan Agreement. Assignee desires to purchase from Assignor an undivided interest in the Loan under the terms and conditions set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

 

AGREEMENT

 

Assignor and Assignee, in consideration of the matters described in the foregoing Preliminary Statement, which are incorporated herein, and in consideration of the mutual covenants and agreements and provisions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby covenant and agree as follows:

 

1.          Assignment and Assumption. Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an undivided interest in and to the Loan and the Loan Documents and Assignor’s rights and obligations thereunder, which interest shall equal a percentage of _________% and a corresponding Commitment in the maximum amount of $_________, such that after giving effect to this assignment (i) the Assignee shall hold a Percentage of the Loan equal to _____% and a Commitment in the maximum amount of $__________, together with the outstanding rights and obligations under the Loan Agreement and the other Loan Documents in connection with such Commitment, and (ii) Assignor shall hold a Percentage of the Loan equal to ____% and a Commitment in the maximum amount of $__________.

 

2.          Effective Date. The effective date of this Agreement (the “Effective Date”) shall be ___________, ______, which shall be no earlier than three (3) Business Days prior to receipt by the Agent of a fully executed copy of this Agreement. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder, the assumption of such obligations by Assignee inuring to the direct benefit of Borrowers, and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder.

 

3.          Payment Obligations. On the Effective Date the Assignee shall pay to Assignor the outstanding principal balance in respect of the interest purchased hereunder. Accrued and unpaid interest shall be prorated when received from the Borrowers. The Assignee shall advance funds directly to the Agent with respect to all advances and reimbursement payments to be made on or after the Effective Date with respect to the interest assigned hereby. Assignee shall not be entitled to any interest or fees, of any nature, paid by the Borrowers to Assignor pursuant to the Loan Agreement and the other Loan Documents or otherwise owed to Assignor prior to the Effective Date.

 

EXHIBIT HPage 1
 

 

4.          Representations of the Assignor; Limitations on the Assignor’s Liability. The Assignor represents and warrants that (a) it is the legal and beneficial owner of the interest being assigned by it hereunder and (b) that such interest is free and clear of any adverse pledge, security interest, claim or other lien or encumbrance. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor, nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrowers or Guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrowers, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrowers, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loan, or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loan or the Loan Documents. This Section shall survive the assignment of the interest assigned herein.

 

5.          Representations and Covenants of the Assignee. The Assignee (i) confirms that it has received a copy of the Loan Agreement, together with copies of such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, (ii) agrees that it will, independently and without reliance upon Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees for the benefit of Borrowers and the other Lenders that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank, (v) agrees that its payment instructions and notice instructions are as set forth in Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

 

6.          Subsequent Assignments. After the Effective Date, the Assignee shall have the right pursuant to Article 24 of the Loan Agreement to assign the rights which are assigned to the Assignee, provided that any such subsequent assignment does not violate any of the terms and conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Loan Documents has been obtained.

 

7.          Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

 

8.          Governing Law. This Agreement shall be governed by the internal law, and not the law of conflicts, of the State of _________.

 

9.          Notices. Notices shall be given under this Agreement in the manner set forth in the Loan Agreement.

 

[remainder of page intentionally left blank]

 

EXHIBIT HPage 2
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.

 

ASSIGNOR:    
       
    By:  
    Name:  
    Title:  
       
ASSIGNEE:    
       
    By:  
    Name:  
    Title:  
       
CONSENTED TO:   KEYBANK NATIONAL ASSOCIATION
       
    By:  
    Name:  
    Title:  

 

[ADD BORROWER CONSENT IF REQUIRED]

 

EXHIBIT HPage 3
 

 

EXHIBIT I

 

Borrowers’ Certificate

 

KeyBank National Association, as Agent

127 Public Square

Cleveland, Ohio 44144

Attention:Relationship Manager,

KeyBank Real Estate Capital, Healthcare

 

Re:Secured Loan Agreement dated as of December _____, 2014 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) and all loan documents related thereto (the “Loan Documents”), between SUMTER PLACE OWNER, LLC, RETIREMENT TWO, LLC (collectively “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as administrative agent for the benefit of the lenders, and the Lenders.

 

1.Pursuant to the Loan Agreement, Borrowers hereby requests a loan advance. We acknowledge that this amount is subject to inspection, verification, and available funds.

 

Funding Instructions: _________________________________

 

2.This Borrowers’ Certificate is to be utilized only in satisfaction of costs and charges with respect to the applicable Project and Improvements thereon as shown on the closing statement attached hereto.

 

3.The Borrowers certify and agree that:

 

(a)They have complied with all duties and obligations required to date to be carried out and performed by it pursuant to the terms of the Loan Agreement;

 

(b)No Event of Default as defined in the Loan Agreement has occurred and is continuing and;

 

(c)All funds previously disbursed have been used for the purposes as set forth in the Agreement;

 

(d)All representations and warranties contained in the Loan Agreement are true and correct as of the date hereof.

 

(e)The undersigned understands that this certification is made for the purpose of inducing Lender to make an advance to Borrowers and that, in making such advance, Lenders will rely upon the accuracy of the matters stated in this certificate.

 

4.Disbursement of the loan proceeds hereby requested are subject to the receipt by Agent of a commitment from the title company to issue a mortgagee’s policy of title insurance insuring the applicable Mortgage.

 

5.The terms used in this Borrowers’ Certificate have the same meaning and definitions as those set forth in the Agreement.

 

EXHIBIT IPage 1
 

 

6.The Borrowers, or authorized signer, certifies that the statements made in this Borrowers’ Certificate and any documents submitted herewith and identified herein are true and has duly caused this Borrowers’ Certificate to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  DATE:    
       
    BORROWERS:
       
    SUMTER PLACE OWNER, LLC, a Delaware
limited liability company
       
    By:  
    Name:  
    Title:  
       
    RETIREMENT TWO, LLC, a Florida limited
liability company
       
    By:  
    Name:  
    Title:  

 

EXHIBIT IPage 2
 

 

SCHEDULE i

 

Environmental Documents

 

SCHEDULEPage 1
 

 

SCHEDULE Ii

 

Debt Service Coverage Requirements for each Project

 

Test Date   Sumter Grand   Sumter Place
         
03/31/2014   N/A   0.50 to 1.00
         
06/30/2015   N/A   0.75 to 1.00
         
09/30/2015   0.25 to 1.00   1.00 to 1.00
         
12/31/2015   0.50 to 1.00   1.25 to 1.00
         
03/31/2016   0.75 to 1.00   1.25 to 1.00
         
06/30/2016   1.00 to 1.00   1.40 to 1.00
         
09/30/2016   1.25 to 1.00   1.40 to 1.00
         
12/31/2016 and all times thereafter   1.35 to 1.00   1.40 to 1.00

 

SCHEDULEPage 2

 

 EX-10.25 11 v403036_ex10-25.htm EXHIBIT 10.25

 

Exhibit 10.25

 

AMENDED AND RESTATED PROMISSORY NOTE

 

U.S. $53,154,600.00 As of December 31, 2014

 

FOR VALUE RECEIVED, the undersigned, having an address at 189 South Orange Avenue, Suite 1700, Orlando, Florida 32801 (“Maker”), hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Payee”), having an address at 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144, the principal sum of Fifty-Three Million One Hundred Fifty-Four Thousand Six Hundred and No/100 Dollars ($53,154,600.00) or so much thereof as may be advanced from time to time pursuant to the Loan Agreement (as defined below), and interest from the date hereof on the balance of principal from time to time outstanding, in United States currency, at the rates and at the times hereinafter described.

 

This Note is issued by Maker pursuant to that certain Secured Loan Agreement of even date herewith (the “Loan Agreement”) entered into among Borrowers, Payee, individually and as administrative agent for itself and certain other lenders from time to time a party thereto (collectively, the “Lenders”), and the other Lenders. This Note evidences the Loan (as defined in the Loan Agreement). Payment of this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express reference as if fully set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

 

1.          Interest. The principal amount hereof outstanding from time to time shall bear interest until paid in full at the Applicable Rate.

 

2.          Monthly Payments. Interest only shall be payable in arrears on the tenth (10th) day of each calendar month after the date hereof up to and including the Final Maturity Date in the amount of all interest accrued during the immediately preceding calendar month. In addition to, and not in lieu of, each monthly interest payment required hereunder, commencing on January 10, 2018, and continuing on the tenth (10th) day of each successive month thereafter until the Extended Maturity Date, principal under this Note shall be due payable in monthly installments. Each such installment shall be in an amount sufficient to fully amortize the Loan on a thirty (30) year amortization schedule at per annum interest rate of six and one-half percent (6.5%). All payments on account of the indebtedness evidenced by this Note shall be made to Payee not later than 1:00 p.m. Cleveland, Ohio time on the day when due in lawful money of the United States and shall be first applied to late charges, costs of collection or enforcement and other similar amounts due, if any, under this Note and any of the other Loan Documents, then to interest due and payable hereunder and the remainder to principal due and payable hereunder.

 

3.          Final Maturity Date. The indebtedness evidenced hereby shall mature on the Final Maturity Date. On the Final Maturity Date, the entire outstanding principal balance hereof, together with accrued and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid, become due and payable.

 

4.          General Provisions.

 

(a)          Regardless of whether an Adjusted LIBOR Rate would otherwise then be in effect, in the event (i) the principal balance hereof is not paid when due whether by acceleration or upon the Final Maturity Date or (ii) an Event of Default exists, then the principal balance hereof shall bear interest from and after at the Default Rate. In addition, for any installment (exclusive of the payment due upon the Final Maturity Date) which is not paid within ten (10) days of the date when due a late charge as set forth in the Loan Agreement shall be also due and payable.

 

(b)          Maker shall have no right to prepay this Note except as set forth in Section 4.4 of the Loan Agreement.

 

(c)          Maker agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq.

 

AMENDED AND RESTATED PROMISSORY NOTEPage 1
 

 

(d)          The parties hereto intend and believe that each provision in this Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Note is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Note to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Note shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Maker and the holder or holders hereof under the remainder of this Note shall continue in full force and effect. All agreements herein are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to the holders hereof for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances whatsoever, the fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity and if from any circumstance the holder hereof shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest.

 

(e)          This Note and all provisions hereof shall be binding upon Maker and all persons claiming under or through Maker, and shall inure to the benefit of Payee, together with its successors and assigns, including each owner and holder from time to time of this Note.

 

(f)          Time is of the essence as to all dates set forth herein.

 

(g)          Maker agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Payee; and Maker consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to any substitution, exchange or release of the collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any makers, endorsers, guarantors, or sureties, all whether primarily or secondarily liable, without notice to Maker and without affecting its liability hereunder.

 

(h)          Maker hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against the enforcement and collection of the obligations evidenced by this Note.

 

(i)          If this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Maker promises and agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting to collect this Note, including all reasonable attorneys’ fees and disbursements.

 

(j)          All parties now or hereafter liable with respect to this Note, whether Maker, principal, surety, guarantor, endorsee or otherwise hereby severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of a past due installment following the expiration of any cure period provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State. Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.

 

AMENDED AND RESTATED PROMISSORY NOTEPage 2
 

 

(k)          THIS NOTE IS A RENEWAL, MODIFICATION AND INCREASE, AS WELL AS AN AMENDMENT AND RESTATEMENT IN ITS ENTIRETY, BUT NOT AN EXTINGUISHMENT, OF (I) THAT CERTAIN PROMISSORY NOTE DATED AS APRIL 17, 2013, IN THE MAXIMUM PRINCIPAL AMOUNT OF $7,000,000.00 EXECUTED BY RETIREMENT ONE, LLC AND PAYABLE TO COMMUNITY & SOUTHERN BANK (“C&S BANK”), AS INCREASED TO $8,000,000.00 PURSUANT TO NOTE MODIFICATION AGREEMENT DATED NOVEMBER 21, 2013, AND (II) THAT CERTAIN PROMISSORY NOTE DATED AS NOVEMBER 21, 2013, IN THE MAXIMUM PRINCIPAL AMOUNT OF $16,900,000.00 EXECUTED BY RETIREMENT ONE, LLC AND PAYABLE TO C&S BANK. THE AFOREMENTIONED NOTES HAVE BEEN ASSIGNED TO PAYEE PURSUANT TO THAT CERTAIN ASSIGNMENT OF NOTES, MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS, DATED OF EVEN DATE HEREWITH, EXECUTED BY C&S BANK IN FAVOR OF PAYEE.

 

(l)          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

Maker has delivered this Note as of the day and year first set forth above.

 

Signature Page Follows

 

AMENDED AND RESTATED PROMISSORY NOTEPage 3
 

 

  MAKER:
   
  SUMTER PLACE OWNER, LLC, a Delaware limited liability company
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory

 

AMENDED AND RESTATED PROMISSORY NOTEPage 4

 EX-10.26 12 v403036_ex10-26.htm EXHIBIT 10.26

 

 Exhibit 10.26

 

SECURITY AGREEMENT

 

THIS SECURITY AGREEMENT (this “Security Agreement”) is executed and effective as of the 31, day of December, 2014, by SUMTER PLACE TRS, LLC, a Delaware limited liability company, and SUMTER GRAND TRS, LLC, a Delaware limited liability company (collectively referred to herein as “Debtor”), having an address at c/o Sentio Healthcare Properties, Inc., 189 South Orange Avenue, Suite 170, Orlando, Florida 32801, for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns, as administrative agent for the benefit of the Lenders (“Secured Party”), whose address is 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144.

 

WITNESSETH:

 

WHEREAS, on or about the date hereof, Sumter Place Owner, LLC and Retirement Two, LLC (“Borrowers”), Secured Party and the Lenders entered into that certain Secured Loan Agreement (“Loan Agreement”) whereby the Lenders agreed to make a secured loan (the “Loan”) available to Borrowers in the maximum aggregate amount at any time outstanding not to exceed the sum of FIFTY-THREE MILLION ONE HUNDRED FIFTY-FOUR THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($53,154,600.00), to finance the acquisition of the Projects. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement; and

 

WHEREAS, in connection with the Loan, Borrowers have executed and delivered one or more promissory notes in favor of the Lenders of even date herewith in the aggregate amount of the Loan (collectively, the “Notes”); and

 

WHEREAS, as an additional condition to, and in consideration for, the agreement of Lenders to make monies available to Borrowers and in order to provide collateral security for the Obligations, the Lenders have requested and Debtor has agreed to enter into this Security Agreement pursuant to which Debtor will grant to Secured Party a first priority security interest for the ratable benefit of the Lenders in the Collateral (as hereafter defined).

 

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, and Debtor agrees with Secured Party as follows:

 

ARTICLE I

GRANT

 

1.01.         Assignment and Grant of Security Interest. Debtor hereby ASSIGNS, TRANSFERS AND PLEDGES unto Secured Party for the ratable benefit of the Lenders, and hereby GRANTS to Secured Party for the ratable benefit of the Lenders a security interest in and to, and lien upon, all personal property of Debtor, and all rights, titles and interests of Debtor therein, wherever located and whether now owned or hereafter acquired by Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest (all personal property of Debtor collectively referred to herein as the “Collateral”). The following assets of Debtor shall be included in the Collateral:

 

(a)             any right to payment for services rendered or for goods sold or leased which is not evidenced by an instrument or chattel paper, whether or not it has been earned by performance (“Accounts”), and all customer lists, subscription lists, invoices, agings, verification reports and other records relating in any way to such Accounts, and all of Debtor’s rights in, to and under all purchase orders or contracts now owned or hereafter received or acquired by it for goods or services, and all of Debtor’s rights to any goods represented by any of the foregoing (including returned or repossessed goods and unpaid seller’s rights) and all moneys due or to become due to Debtor under all contracts for the sale or lease of goods and/or the performance of services by it (whether or not yet earned by performance) or in connection with any other transaction, now in existence or hereafter arising; all promissory notes, drafts, bills of exchange, instruments, documents and trade acceptances (collectively, “Instruments”); all deposit accounts, general intangibles, tax refunds and other obligations of any kind owing to Debtor (including under any trade names), now or hereafter existing, arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise (including, without limitation, any such obligations that would be characterized as an account, general intangible or chattel paper under the UCC (as defined below)); and all rights now or hereafter existing in and to all security agreements, leases, guarantees and other contracts securing or otherwise relating to any such Accounts, Instruments, deposit accounts, general intangibles or obligations (any and all such Accounts, Instruments, deposit accounts, general intangibles and obligations described in this Section 1.01(a) being sometimes referred to herein collectively as the “Receivables”);

 

SECURITY AGREEMENTPage 1
 

 

(b)             all machinery, equipment, tools, apparatus, furniture and leasehold improvements, now owned or hereafter acquired by Debtor or in which Debtor now has or hereafter may acquire any right, title or interest, and any and all additions, substitutions and replacements thereof, wherever located, together with all attachments, components, parts, equipment and accessories installed therein or affixed thereto, including but not limited to all “equipment” as defined in Section 9.102(33) of the UCC (collectively, the “Equipment”).

 

(c)             all writings which evidence both a monetary obligation and a security interest in or a lease of specific goods (collectively, the “Chattel Paper”);

 

(d)            all contracts and agreements to which Debtor is a party or to which Debtor has any rights, together with all modifications, amendments or replacements of any of the foregoing (collectively, the “Contracts”), including, without limitation, (i) all rights of Debtor to receive moneys due and to become due to Debtor thereunder or in connection therewith, (ii) all rights of Debtor to damages arising out of, or for, breach or default in respect thereof and (iii) all rights of Debtor to perform and to exercise all remedies thereunder;

 

(e)             all general intangibles (as defined in the UCC) (“General Intangibles”); all inventions, processes, production methods, proprietary information, trade secrets and know-how; all patents and applications for patents, copyrights, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise and all renewals thereof, and all licenses or other agreements granted to Debtor with respect to any of the foregoing; all information, customer lists, advertising lists, advertising contracts, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, telephone numbers and telephone listings, catalogs, books, records, computer and automatic machinery software and programs, and the like pertaining to operations by or the business of Debtor and all licenses with respect thereto; all field accounting information and all media in which or on which any of the information or knowledge or data or records, may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; all licenses, consents, permits, variances, certifications and approvals of all Governmental Authorities now or hereafter held by Debtor pertaining to operations or business now or hereafter conducted; all rights to receive return of deposits and trust payments; all rights to payment under letters of credit and similar agreements; all tax refunds (including, without limitation, all federal and state income tax refunds and benefits of net operating loss carry forwards); and all causes of action, rights, claims and warranties now or hereafter owned or acquired by Debtor;

 

(f)             all rights, claims and benefits of Debtor against any Person arising out of, relating to or in connection with the Collateral;

 

(g)            the balance of every bank account and deposit account of Debtor and any other claim of Debtor against any lender, now or hereafter existing, liquidated or unliquidated, and all money, instruments, securities, documents, chattel paper, credits, claims, demands, income, and any other property, rights and interests of Debtor which at any time shall come into the possession or custody or under the control of any lender or any agent, affiliate or correspondent of any lender, for any purpose, and the proceeds thereof (Secured Party shall be deemed to have possession of any of the Collateral in transit to or set apart for Secured Party or any of its respective agents, affiliates or correspondents);

 

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(h)            all equity interest in any Person, any debt instrument issued by any Person and any instrument convertible into any equity or debt interest (whether owned beneficially or of record), including but not limited to all shares of capital stock of whatever class, all partnership and joint venture interests, all debentures and debt instruments (collectively, the “Securities”); all shares, securities, monies or properties representing a Distribution (defined below) on any Securities or representing a distribution or return of capital upon or in respect of any Securities or any part thereof, or resulting from a split-up, revision, reclassification or other like change of the Securities, or otherwise received in exchange therefor; all subscription rights, warrants or options issued to the holders of, or in respect of, the Securities; each certificate or other instrument evidencing any of the foregoing;

 

(i)              any declaration or payment of any distribution or dividend (including a stock dividend) on, or the making of any pro rata distribution, loan, advance, or investment to or in any holder (in its capacity as a partner, shareholder or other equity holder) of, any partnership interest or shares of capital stock or other equity interest of such Person; any purchase, redemption, or other acquisition or retirement for value of any shares of partnership interest or capital stock or other equity interest of such Person; and any payments of principal of, and interest on, and all other payments in respect of any debt issued by any Person (all of the foregoing being herein referred to as collectively “Distributions”) (excluding any distributions to the members of Debtor of Debtor’s net income as permitted under the Loan Agreement;

 

(j)              all accounts of Debtor maintained with or through any other Person or Persons related to the acquisition, ownership, sale or other disposition of any interest in any security or interest in any security (including but not limited to all interest in any equity or debt security, option, warrant, put, call, futures agreements, commodity agreements, margin accounts, short positions and partnership interests), each deposit account (time, demand or other) in which any proceeds of or income from the foregoing may be on deposit, all general intangibles consisting of the foregoing and each agreement, document or instrument governing or evidencing any of the foregoing and all amendments and restatements thereof, and all claims of Debtor against any Person with respect to any of the foregoing;

 

(k)             all insurance policies and bonds and claims relating to any property described in this Section 1.01 and payments thereunder;

 

(l)              all cars, trucks, trailers, construction and earth moving equipment and other vehicles, whether or not covered by a certificate of title under the law of any state, and all tires and other appurtenances to any of the foregoing (collectively “Vehicles”);

 

(m)            all other personal property now owned of hereafter acquired by Debtor, including, without limitation, any and all inventory (“Inventory”), documents, goods and other property in which a security interest would be created under Chapter 9 of the Uniform Commercial Code as from time to time in effect in the State of New York or other applicable jurisdictions (the “UCC”); and

 

(n)            all accessions to, all substitutions for and replacements of, and all proceeds and products of any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described in this Section 1.01) and, to the extent not otherwise included, all (i) payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) all cash.

 

1.02.         Description of Obligations. This Security Agreement creates a first priority security interest in the Collateral securing the payment and performance of the obligations of Debtor (the “Obligations”) under the documents, instruments and agreements (collectively the “Loan Documents”) evidencing, governing or securing the Loan, which includes, without limitation, all obligations and indebtedness arising under or pursuant to the Loan Agreement and each Note.

 

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1.03.         Debtor Remains Liable. Anything herein to the contrary notwithstanding, (a) Debtor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Security Agreement had not been executed, (b) the exercise by Secured Party of any of the rights hereunder shall not release Debtor from any of its duties or obligations under the contracts and agreements included in the Collateral, and (c) Secured Party shall have no obligation or liability under the contracts and agreements included in the Collateral by reason of this Security Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to correct or enforce any claim for payment assigned hereunder, make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account or other receivable (or any agreement giving rise thereto) or under any contract, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

 

1.04.         Delivery of Security Collateral. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. After the occurrence of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Debtor, to transfer to or to register in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, after the occurrence of any Event of Default, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES

 

2.01.         Representations and Warranties. Debtor represents and warrants, with respect to itself and the Collateral, as follows:

 

(a)            The chief places of business and chief executive offices of Debtor and the office where Debtor keeps all of Debtor’s records concerning the Receivables, Contracts, Chattel Paper and General Intangibles are located at the offices specified in Schedule 1 hereto. All of the Equipment and other Collateral pledged by Debtor hereunder is located at the places specified on Schedule 1 hereto or in transit to a place specified on Schedule 1 hereto, or in transit for sale to a third-party purchaser that upon such sale will become the obligor under a Account in the ordinary course of Debtor’s business. All promissory notes or other instruments evidencing the Accounts have been delivered and pledged to Secured Party duly endorsed and accompanied by such duly executed instruments of transfer or assignment as are necessary for such pledge, to be held as pledged collateral. Debtor has possession and control of the Collateral pledged by it hereunder.

 

(b)            Debtor is the legal and beneficial owner of all the Collateral free and clear of any lien or security interest, option or other charge or encumbrance except for (i) the security interest created by this Security Agreement and (ii) any liens permitted by the Loan Agreement (all such herein referred to as “Permitted Liens”). No effective financing statement or other similar document used to perfect and preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except (i) such as may have been filed in favor of Secured Party relating to this Security Agreement, and (ii) such as may have been filed in connection with Permitted Liens.

 

(c)            As of the date hereof, Debtor has no trade names.

 

(d)            This Security Agreement and the pledge of the Collateral pursuant hereto creates a valid first priority security interest (subject only to such Permitted Liens as may cover the Collateral) in the Collateral securing the payment of the Obligations, and upon filing of financing statements in accordance with the UCC, and any other necessary actions to perfect such security interest, such first priority security interest in such Collateral will be duly perfected; and all filings and other actions necessary or desirable to perfect and protect such security interest and such priority have been duly taken (or will be taken).

 

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(e)            The amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors in respect of the Accounts will at such time be the correct amount actually owing by such account debtor or debtors thereunder. No amount payable to Debtor under or in connection with any Accounts is evidenced by any Instrument or Chattel Paper that has not been delivered to Secured Party.

 

(f)             No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority is required (i) for the pledge by Debtor of the Collateral pledged by it hereunder, for the grant by Debtor of the security interest granted hereby or for the execution, delivery or performance of this Security Agreement by Debtor, (ii) for the perfection or maintenance of the pledge, assignment and security interest created hereby (including the first priority nature of such pledge, assignment and security interest) except for UCC filings or any other action required by the UCC or other applicable perfection statutes, or (iii) for the exercise by Secured Party of the rights provided for in this Security Agreement or the remedies in respect of the Collateral pursuant to this Security Agreement.

 

(g)            Debtor has the corporate, company or partnership, as the case may be, power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the security interest in the Collateral pursuant to, this Security Agreement, and Debtor has taken all necessary, corporate or partnership, as the case may be, action to authorize its execution, delivery and performance of, and grant of the security interest in the Collateral pursuant to this Security Agreement.

 

(h)            This Security Agreement constitutes a legal, valid and binding obligation of Debtor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

 

(i)             The execution, delivery and performance of this Security Agreement will not violate any provision of any applicable law, rule, regulation or contractual obligations of Debtor and will not result in the creation or imposition of any lien on any of the properties or revenues of Debtor pursuant to any applicable law, rule, regulation or contractual obligations of Debtor, except as contemplated hereby and except as would not have a Material Adverse Effect.

 

(j)              No consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority, and no consent of any other person (including, without limitation, any partner or creditor of Debtor), is required in connection with the execution, delivery, performance, validity or enforceability of this Security Agreement.

 

(k)             No action, suit or proceeding of or before any court, arbitrator or any governmental body, agency or official is pending or, to the knowledge of Debtor, threatened by or against Debtor or against any of its properties or revenues with respect to this Security Agreement or any of the transactions contemplated hereby.

 

(l)              There are no conditions precedent to the effectiveness of this Security Agreement that have not been satisfied or waived.

 

ARTICLE III

COVENANTS

 

Debtor covenants and agrees as follows:

 

3.01.         Further Assurances. (a) Debtor agrees that, where any agreement existing as of the date hereof or hereafter to which Debtor is a party contains any restriction prohibiting Debtor from granting any security interest under this Security Agreement, Debtor will obtain or use its best efforts to obtain the necessary consent to or waiver of such restriction from any Person so as to enable Debtor to effectively grant to Secured Party such security interest under this Security Agreement.

 

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(b)            Debtor will from time to time at its expense promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that Secured Party may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby, and the priority thereof, or to create or preserve the full benefits of this Security Agreement and the rights and powers of Secured Party herein granted, or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, upon written request by Secured Party, Debtor will: (i) mark conspicuously each item of Chattel Paper included in Accounts with the following legend:

 

THIS INSTRUMENT IS SUBJECT TO A SECURITY INTEREST AND LIEN PURSUANT TO A SECURITY AGREEMENT DATED DECEMBER 31, 2014 (AS THE SAME MAY BE MODIFIED OR RESTATED) MADE BY SUMTER PLACE TRS, LLC IN FAVOR OF KEYBANK NATIONAL ASSOCIATION, ADMINISTRATIVE AGENT ON BEHALF OF ITSELF AND CERTAIN OTHER LENDERS, AS SECURED PARTY.

 

or such other legend, in form and substance satisfactory to and as specified by Secured Party, indicating that such item of Chattel Paper is subject to the pledge, assignment and security interest granted hereby; (ii) if any Collateral shall be evidenced by a promissory note or other Instrument or be Chattel Paper, deliver to Secured Party, such note, Instrument or Chattel Paper, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party; and (iii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, or as Secured Party may request, in order to perfect and preserve the pledge, assignment and security interest granted or purported to be granted hereby with respect to any and all the Collateral.

 

(c)             Debtor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of Debtor where and to the extent permitted by applicable law. A photocopy or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where and to the extent permitted by applicable law.

 

(d)            Debtor will furnish to Secured Party from time to time, upon the written request of Secured Party, statements and schedules further identifying and describing the Collateral, and such other reports in connection with the Collateral, as Secured Party may reasonably request.

 

(e)             After the occurrence and during the continuance of an Event of Default, Debtor shall not establish or maintain any deposit or similar bank account other than as disclosed to Secured Party unless Secured Party receives prior written notice thereof, and Debtor executes and delivers to Secured Party assignments of such account in such form as Secured Party may request, and if requested by Secured Party, the financial institution in which such account will be maintained delivers to Secured Party an acknowledgment of the assignment of such account in form and substance satisfactory to Secured Party.

 

(f)             In addition to such other information as shall be specifically provided for herein, Debtor shall furnish to Secured Party such other information with respect to the Collateral as Secured Party may reasonably request from time to time in connection with the Collateral, or the protection, preservation, maintenance or enforcement of the security interest or the Collateral, including, without limitation, all documents and things in Debtor’s possession, or subject to its demand for possession, related to the Collateral.

 

(g)            Debtor shall, if any of the shares, securities, monies or property pledged or required to be pledged under Section 1.01 are received by Debtor, forthwith transfer and deliver to Secured Party such shares, securities, monies or property so received by Debtor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by Secured Party, pursuant to the terms of this Security Agreement, as part of the Collateral.

 

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(h)            Debtor shall, insofar as possible, upon the request of Secured Party (if Secured Party deems such action necessary for the perfection of the security interest in the Securities), cause the Securities to be transferred, registered or otherwise put into the name or names of such nominee or nominees of Secured Party as Secured Party shall from time to time direct. So long as no Event of Default shall have occurred and be continuing (and after any Event of Default until, by notice to Debtor, Secured Party elects while the Event of Default is continuing to exercise the right to vote or consent), Debtor shall retain the right to exercise all voting, consensual and other power of ownership pertaining to the Securities owned by it for all purposes not inconsistent with the terms of this Security Agreement or any other Loan Document; and Secured Party shall execute and deliver to Debtor or cause to be executed and delivered to Debtor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, for the purpose of enabling Debtor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 3.01(h). Whether or not Secured Party exercises any available right to declare any Obligations due and payable or seeks or pursues any other relief or remedy available under applicable Laws or under any agreement relating to such Obligations, upon the occurrence and during the continuance of an Event of Default, all distributions and dividends on the Securities shall be paid directly to Secured Party and retained by it as part of the Collateral subject to the terms of this Security Agreement, and, if Secured Party shall so request, Debtor agrees to execute and deliver to Secured Party appropriate additional dividend, distribution and other orders and documents to that end.

 

3.02.         Inventory and Equipment.

 

(a)             Debtor shall keep all of the Inventory and Equipment (other than Inventory sold in the ordinary course of business) at the place or places specified therefor in Section 2.01(a) or, upon thirty days’ prior written notice to Secured Party, at such other places in such jurisdiction where all action required by Section 3.01 shall have been taken with respect to such transferred Inventory and Equipment.

 

(b)            Debtor shall pay promptly when due or before penalty all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral pledged by it hereunder as provided in the Loan Agreement.

 

3.03.         Insurance. Debtor will, at its own expense, maintain, or cause to be maintained, insurance on the Collateral as provided in the Loan Agreement, with Secured Party being named as loss payee and additional insured on all insurance policies which pertain to the Collateral. If Debtor fails to perform or observe any applicable covenants as to insurance on any of such Collateral, Secured Party may at its own option obtain insurance on such Collateral, and any premium therefor paid by Secured Party shall become part of the Obligations and shall bear interest prior to the occurrence of an Event of Default at the interest rate then applicable to the Notes, and after the occurrence of an Event of Default, at the Default Rate in effect under the Notes. In the event Secured Party maintains such substitute insurance, the additional premium for such insurance shall be due on demand and payable by Debtor to Secured Party in accordance with any notice delivered to Debtor by Secured Party. Debtor hereby grants Secured Party a security interest in any refunds of unearned premiums in connection with any cancellation, adjustment or termination of any policy of insurance required by Secured Party and in all proceeds of such insurance and hereby appoints Secured Party its attorney-in-fact to, after the occurrence and during the continuance of an Event of Default, endorse any check or draft that may be payable to Debtor in order to collect such refunds or proceeds. Any such sums collected by Secured Party shall be credited, except to the extent applied to the purchase by Secured Party of similar insurance, to any amounts then owing on the Obligations.

 

3.04.         Place of Perfection; Records; Collection of Receivables, Chattel Paper and Instruments.

 

(a)            Debtor will not (i) change the location of its chief executive office from that specified in Schedule 1, or (ii) change its name, identity or corporate structure to such an extent that any financing statement filed by Secured Party in connection with this Security Agreement would become seriously misleading, or (iii) use any trade name, unless Debtor shall have given prior written notice as soon as practicable thereof, and prior to effecting any such change Debtor shall have taken such steps as Secured Party may deem necessary or advisable to continue the perfection and priority of the security interest granted pursuant hereto.

 

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(b)            Except as otherwise provided in this Section 3.04(b) or in any of the other Loan Documents, Debtor shall continue to collect, at its own expense, all amounts due or to become due Debtor under the Receivables, Chattel Paper and Instruments. In connection with such collections, Debtor may take (and, at Secured Party’s direction, shall take) such action as Debtor or Secured Party may deem reasonably necessary or advisable to enforce collection of the Receivables, Chattel Paper and Instruments; provided, however, that Secured Party shall have the right upon the occurrence of an Event of Default (without notice to Debtor) to notify the account debtors or obligors under any or all of the Collateral of the assignment of such Collateral to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to Debtor thereunder directly to Secured Party and, after the occurrence of an Event of Default, at the expense of Debtor, to enforce collection of any such Collateral and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor shall have been entitled. All Instruments, amounts and proceeds received by Debtor in respect of the Collateral after the occurrence of and during the continuance of an Event of Default shall be received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party in the same form as received (with any necessary endorsement) to be held as collateral or applied to the Obligations. Except prior to the occurrence of an Event of Default and in accordance with Debtor’s normal business policies and practices in effect on the date hereof, Debtor shall not adjust, settle or compromise the amount or payment of any Receivable, Chattel Paper or Instrument, release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

 

3.05.         Transfers and Other Liens. Debtor shall not, except in the ordinary course of business, (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Collateral, except for the security interests in favor of Secured Party under this Security Agreement or any Permitted Lien; provided, however, that a Debtor may dispose of Collateral that is either broken, worn out or obsolete in the ordinary course of business provided that any such Debtor replaces such Collateral with new Collateral of at least comparable value and utility, and a Debtor may dispose of Collateral (for fair market value) that is no longer necessary for the operation of a Project.

 

3.06.         Rights to Dividends and Distributions. With respect to any certificates, bonds, or other instruments or securities (including but not limited to any certificate or participation issued in any proceeding under any bankruptcy) constituting a part of the Collateral, Secured Party shall have authority after the occurrence of an Event of Default, without notice to Debtor, either to have the same registered in Secured Party’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive, any and all Distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. If Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a Distribution or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Collateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise, Debtor agrees to accept the same as Secured Party’s agent and to hold the same in trust on behalf of and for the benefit of Secured Party, and to deliver the same immediately to Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Secured Party, subject to the terms hereof, as Collateral. Secured Party shall be entitled to all Distributions, and to any sums paid upon or in respect of any Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof which shall be paid to Secured Party to be held by it as additional collateral security for the Obligations and application to the Obligations at the discretion of Secured Party. All Distributions paid or distributed in respect of the Collateral which are received by Debtor in violation of this Security Agreement shall, until paid or delivered to Secured Party, be held by Debtor in trust as additional Collateral for the Obligations.

 

3.07.         Right of Secured Party to Notify Issuers. After the occurrence of an Event of Default, Secured Party may notify issuers of the Instruments and Securities to make payments of all Distributions directly to Secured Party, and Secured Party may take control of all proceeds of any Instruments and/or Securities. Until Secured Party elects to exercise such rights, Debtor, as agent of Secured Party, shall collect and segregate all Distributions and other amounts paid or distributed with respect to the Instruments and Securities.

 

3.08.         Maintenance of Records. Debtor will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral, including, without limitation, a record of all payments received and all credits granted with respect to the Receivables. Debtor will make its books and records pertaining to the Collateral to evidence this Security Agreement and the security interests granted hereby.

 

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3.09.         Right of Inspection. Secured Party and its officers, agents and representatives shall have the right to inspect Debtor’s books and records upon request of Secured Party. Upon notice to Debtor, Secured Party and its officers, agents and representatives shall at all reasonable times also have the right to enter into and upon any premises where any of the Inventory or Equipment is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

 

3.10.         Compliance with Terms of Contracts, etc. Debtor will perform and comply in all material respects with all its obligations under all its other contractual obligations relating to the Collateral.

 

3.11.         Payment of Obligations. Debtor will pay promptly when due all taxes and claims with respect to the Collateral, or in respect of its income or profits therefrom as provided in the Loan Agreement.

 

3.12.         Limitations on Dispositions of Collateral. Debtor will not sell, transfer, lease, abandon or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so, except for sales of Inventory in the ordinary course of business and for full and fair consideration and as otherwise provided in the Loan Agreement.

 

3.13.         Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to Accounts and Contracts. Debtor will not (i) amend, modify, terminate or waive any provision of any contract or any agreement giving rise to a Receivable in any manner, except, with respect to any Receivable in the ordinary course of business, (ii) fail to exercise promptly and diligently each and every material right which it may have under each contract and each agreement giving rise to a Receivable (other than any right of termination), unless prior to the occurrence of an Event of Default, Debtor, in the exercise of its reasonable business judgment, determines to do so, or (iii) fail to deliver to Secured Party a copy of each material demand, notice or document received by it relating in any way to any such agreements.

 

3.14.         Maintenance of Equipment. Debtor will maintain each item of Equipment in good working order except as to ordinary wear and tear.

 

3.15.         Further Identification of Collateral. Debtor will furnish to Secured Party from time to time upon request statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably request, all in reasonable detail and in form satisfactory to Secured Party.

 

ARTICLE IV

RIGHTS AND POWERS OF SECURED PARTY

 

Debtor further agrees as follows:

 

4.01.         Secured Party May Perform. If Debtor fails to perform any agreement contained herein, Secured Party may, itself perform, or cause performance of, such agreement, and the expenses of Secured Party incurred in connection therewith shall be payable by Debtor as provided in Section 4.05.

 

4.02.         Limitation on Secured Party’s Duties. The powers conferred on Secured Party hereunder are solely to protect the interests of Secured Party in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Except for the safe custody of any Collateral in the possession of Secured Party and the accounting for monies actually received by Secured Party hereunder, Secured Party shall not have any duty as to any of the Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any reasonable care in the custody and preservation of any Collateral in the possession of Secured Party if such Collateral is accorded treatment substantially equal to that which Secured Party accords its own property. Except as provided in this Section 4.02, Secured Party shall not have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Security Agreement shall be construed as requiring or obligating Secured Party, and Secured Party shall not be required or obligated, to (a) present or file any claim or notice or take any action, with respect to any Collateral or in connection therewith or (b) notify Debtor of any decline in the value of any Collateral. The sole duty of Secured Party with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9.207 of the UCC or otherwise, shall be to deal with it in the same manner as Secured Party deals with similar property for its own account. Neither Secured Party, nor any of its respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Debtor or otherwise.

 

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4.03.         Secured Party’s Appointment as Attorney-in-Fact.

 

(a)             Powers. Debtor hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Debtor and in the name of Debtor or in its own name, after the occurrence of an Event of Default, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement, and, without limiting the generality of the foregoing, Debtor hereby gives Secured Party the power and right, on behalf of Debtor, without notice to or assent by Debtor, to do the following:

 

 (1)         in the case of any Collateral, in the name of Debtor or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under, or with respect to, any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such moneys due or with respect to such Collateral whenever payable;

 

 (2)         to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and

 

 (3)         (i) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to Secured Party or as Secured Party shall direct; (ii) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (iii) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought against Debtor with respect to any Collateral; (vi) to settle, compromise or adjust any suit, action or proceeding described in the preceding clause and, in connection therewith, to give such discharges or releases as Secured Party may deem appropriate; (vii) to assign any trademark (along with the goodwill of the business to which any such trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as Secured Party shall in its sole discretion determine; and (viii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party’s option and Debtor’s expense, at any time, or from time to time, all acts and things which Secured Party deems necessary to protect, preserve or realize upon the Collateral and the liens of Secured Party thereon and to effect the intent of this Security Agreement, all as fully and effectively as Debtor might do.

 

This power of attorney is power coupled with an interest and shall be irrevocable until the Obligations shall have been paid in full or this Security Agreement shall have been terminated.

 

(b)             Other Powers. Debtor also authorizes Secured Party at any time and from time to time, to execute, in connection with any sale provided for in Section 4.04, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

 

SECURITY AGREEMENTPage 10
 

 

(c)             No Duty on the Part of Secured Party. The powers conferred on Secured Party hereunder are solely to protect the interests of Secured Party in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Debtor for any act or failure to act hereunder, except for its own gross negligence or willful misconduct, IT BEING THE INTENT OF THE PARTIES HERETO THAT SECURED PARTY SHALL NOT BE ACCOUNTABLE FOR ITS OWN NEGLIGENCE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY OR OTHERWISE).

 

4.04.         Remedies. The occurrence of an Event of Default under the Loan Agreement shall constitute a default of this Security Agreement. If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all other rights and remedies granted to Secured Party in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Debtor or any other Person (all and each of which demands, offenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Debtor, which right or equity is hereby waived and released. Debtor further agrees, at Secured Party’s request, to assemble the Collateral and make it available to Secured Party at places which Secured Party shall reasonably select, whether at Debtor’s premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, and only after such application and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Debtor. To the extent permitted by applicable law, Debtor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least five (5) days before such sale or other disposition. Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by Secured Party to collect such deficiency.

 

4.05.         Indemnity and Expenses. (a) Debtor agrees to indemnify Secured Party from and against any and all claims, damages, losses, liabilities, costs and expenses of any kind (including reasonable attorneys’ fees) arising out of or resulting from this Security Agreement or the security interest granted herein, or any of the Collateral (including, without limitation, enforcement of this Security Agreement), EXPRESSLY INCLUDING SUCH CLAIMS, LOSSES OR LIABILITIES ARISING OUT OF THE MERE NEGLIGENCE OF SECURED PARTY (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY, OR OTHERWISE), except claims, losses or liabilities resulting from the gross negligence or willful misconduct of Secured Party.

 

(b)            Debtor will upon demand pay to Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which Secured Party or, as to the matters described in clauses (iii) or (iv) below, Secured Party may incur in connection with (i) the administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder or (iv) the failure by Debtor to perform or observe any of the provisions hereof. Any such amounts so made shall be a part of the Obligation, shall be payable upon demand, and if not paid upon demand shall bear interest at the Default Rate in effect under the Notes.

 

SECURITY AGREEMENTPage 11
 

 

ARTICLE V

MISCELLANEOUS

 

5.01.         Cumulative Rights. All rights of Secured Party under the Loan Documents are cumulative of each other and of every other right which Secured Party may otherwise have at Law or in equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of the Obligations. The exercise of one or more rights shall not prejudice or impair the concurrent or subsequent exercise of other rights.

 

5.02.         Modifications; Amendments; Schedules; Etc. No amendment or waiver of any provision of this Security Agreement, and no consent to any departure by Debtor herefrom, shall in any event be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon any change in any information disclosed on any Schedule hereto, Debtor shall promptly prepare and deliver to Secured Party a replacement schedule, indicating its effective date, in form and substance satisfactory to Secured Party, and amendments to and additional financing statements as Secured Party may require to preserve and perfect a first priority security interest in the Collateral.

 

5.03.         Continuing Security Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the later of (i) the final payment in full of the Obligations and all amounts payable under this Security Agreement and (ii) the expiration or termination of the obligations of the Lenders to extend credit to Debtor. Upon any such termination, Secured Party will, at Debtor’s expense, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination.

 

5.04.         GOVERNING LAW; TERMS. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. UNLESS OTHERWISE DEFINED HEREIN OR IN THE LOAN AGREEMENT, TERMS USED IN ARTICLE 9 OF THE UCC ARE USED HEREIN AS THEREIN DEFINED.

 

5.05.         WAIVER OF JURY TRIAL. DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

 

5.06.         Right to Use Agents. Secured Party may exercise its rights under or with respect to this Security Agreement through an agent, representative, attorney or other designee.

 

5.07.         No Interference, Compensation or Expense. Secured Party may exercise its rights under or with respect to this Security Agreement (a) without resistance or interference by Debtor and (b) without payment of any license fee or compensation of any kind to Debtor.

 

5.08.         Waivers of Rights Inhibiting Enforcement. Debtor waives (a) any claim that a public sale, in and of itself, of all or any part of the Collateral is not a commercially reasonable method of sale for such Collateral, (b) except as otherwise provided in this Security Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUCH RIGHT THAT DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE WITH RESPECT TO THE ENFORCEMENT OF SECURED PARTY’S AND ALL OTHER RIGHTS HEREUNDER and (c) all rights of redemption, appraisal or valuation.

 

SECURITY AGREEMENTPage 12
 

 

5.09.         Notices and Deliveries. All notices, communications and materials to be given or delivered pursuant to this Security Agreement shall be delivered in accordance with Article 16 of the Loan Agreement.

 

5.10.         ENTIRE AGREEMENT. THIS SECURITY AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

 

5.11.         Successors and Assigns. All of the provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as and to the extent provided in the Loan Agreement.

 

5.12.         Loan Document. This Security Agreement is a Loan Document executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

 

5.13.         Severability. If any provision of this Security Agreement is held to be illegal, invalid, or unenforceable under present or future Laws during the term hereof, such provision shall be fully severable, this Security Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Security Agreement a legal, valid, and enforceable provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible.

 

5.14.         Counterparts. This Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

 

[Signature Page Follows]

 

SECURITY AGREEMENTPage 13
 

 

IN WITNESS WHEREOF, Debtor and Secured Party have duly executed and delivered this Security Agreement effective as of the date first above written.

 

DEBTOR:

 

SUMTER PLACE TRS, LLC, a Delaware limited liability company

 

By: /s/ John Mark Ramsey_________________

John Mark Ramsey, Authorized Signatory

 

Address for notice:

 

c/o Sentio Healthcare Properties, Inc.

189 South Orange Avenue, Suite 170

Orlando, Florida 32801

Attention:            John Mark Ramsey

Attention:            Scott Larche

Attention:            Sharon Kaiser

Telephone:          (407) 999-7679

Facsimile:            (407) 999-5210

 

SECURED PARTY:

 

KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for itself and the other lenders

 

By: /s/ John Hyland_________________

John Hyland, AVP-Closing Officer

 

Address for notice:

 

KeyBank National Association

Real Estate Capital-Healthcare

Mailcode: OH-01-51-0311

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attention:          Amy MacLearie, Closer

Telephone:        (216) 813-6935

Facsimile:           (216) 357-6383

 

SECURITY AGREEMENTPage 14
 

 

SCHEDULE 1

 

Collateral Locations

 

1.Chief Place of Business and Executive Office of Debtor:

 

c/o Sentio Healthcare Properties, Inc.

189 South Orange Avenue, Suite 1700

Orlando, Florida 32801

 

2.Locations of Equipment, Inventory and Leasehold Improvements:

 

Facility   Address
Sumter Place in the Villages   1550 Killingsworth Way
The Villages, Florida 32162

 

SECURITY AGREEMENTPage 15

 

 EX-10.27 13 v403036_ex10-27.htm EXHIBIT 10.27

 

Exhibit 10.27

 

GUARANTY AGREEMENT

 

THIS GUARANTY AGREEMENT (“Guaranty”) made as of December 31, 2014, by SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the benefit of the Lenders, its successors and assigns (“Agent”).

 

RECITALS

 

A.           On or about the date hereof, Sumter Place Owner, LLC, a Delaware limited liability company (collectively with Sumter Grand Borrower after the Sumter Grand Closing, “Borrowers”), Agent and the Lenders entered into that certain Secured Loan Agreement (“Loan Agreement”) whereby the Lenders agreed to make a secured term loan (the “Loan”) available to Borrowers in the maximum aggregate amount at any time outstanding not to exceed the sum of Fifty-Three Million One Hundred Fifty-Four Thousand Six Hundred and No/100 Dollars ($53,154,600.00), for the acquisition of the leasehold covering the Sumter Place Project and the equity in Sumter Grand Borrower in connection with the Projects.

 

B.           In connection with the Loan, Borrowers have executed and delivered one or more promissory notes (collectively, the “Notes”), of even date herewith and payable to the order of the Lenders in the aggregate amount of $53,154,600.00, payment of which is secured by (i) the Mortgages and (ii) the other Loan Documents.

 

C.           Guarantor will derive financial benefit from the Loan evidenced and secured by the Notes, the Mortgages and the other Loan Documents.

 

D.           The Lenders have relied on the statements and agreements contained herein in agreeing to make the Loan. The execution and delivery of this Guaranty by Guarantor is a condition precedent to the making of the Loan by the Lenders.

 

E.           Initially capitalized terms used and not otherwise defined herein shall have the meanings respectively ascribed to them in the Loan Agreement.

 

AGREEMENTS

 

NOW, THEREFORE, intending to be legally bound, Guarantor, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, hereby covenants and agrees with Agent for the benefit of the Lenders and their respective successors, indorsees, transferees, participants and assigns as follows:

 

1.          Guarantor absolutely, unconditionally and irrevocably guarantees to Lender:

 

(a)          the full and prompt payment of any Enforcement Costs (as hereinafter defined in Section 8 hereof);

 

(b)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection with the misapplication or conversion of any tenant security deposits, insurance proceeds, condemnation awards, or any proceeds from the sale of a portion of any Project received by any Borrower and not delivered over to Agent or used to restore the Project in accordance with the terms of the Loan Agreement;

 

(c)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out or on account of or based upon any fraud or willful misrepresentation of a material fact by any Borrower or Guarantor in any document executed or presented to Agent or any Lender in connection with the Loan;

 

GUARANTY AGREEMENTPage 1
 

 

(d)          any amount(s) necessary to repair or replace any damage to or destruction of any Project which is the result of willful misconduct or gross negligence on the part of any Borrower including, without limitation, waste, any act of arson or malicious destruction by any Borrower;

 

(e)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon the failure to maintain insurance as required by the Loan Documents or the failure to timely pay insurance premiums for any such required insurance for any Project;

 

(f)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon the failure to timely pay any valid real estate taxes for any Project which could create liens on any portion of any Project which would be superior to the lien or security title of the applicable Mortgage or the other Loan Documents, to the full extent of the amount claimed by any such lien claimant, except to the extent such loss results from Lenders’ failure to pay any valid real estate taxes for any Project from funds escrowed pursuant to the terms of the Loan Agreement;

 

(g)          the aggregate amount outstanding under the Loan Documents upon any Borrower (i) making a general assignment for the benefit of its creditors; (ii) filing a petition, answer or consent seeking, or having entered against it an order for relief (or any similar remedy) under any provision of Title 11 of the United States Code or any other federal, state or foreign Law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, or consent to the institution of any proceedings thereunder; (iii) convening a meeting of its creditors, or any class thereof, for the purpose of effecting a moratorium upon or extension or composition of its debts; (iv) admitting in writing that it is generally not able to pay its debts as they mature; or (v) applying for a consent to the appointment of a receiver, trustee, custodian, liquidator or other similar official of all or a portion of its assets; and

 

(h)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection with a distribution by any Borrower of Monthly Excess Cash Flow in violation of the provisions of the Loan Documents.

 

All amounts due, debts, liabilities and payment obligations described in subsections (a) – (h) of this Section 1 shall be hereinafter collectively referred to as the “Guaranteed Indebtedness.”

 

2.          In the event of any default by Borrowers in the payment of the Guaranteed Indebtedness, after the expiration of any applicable cure or grace period, Guarantor agrees, on demand by Agent or the holder of any Note, to pay the Guaranteed Indebtedness regardless of any defense, right of set-off or claims which any Borrower or Guarantor may have against Agent or any Lender or the holder of any Note.

 

3.          All of the remedies set forth herein and/or provided for in any of the Loan Documents or at law or equity shall be equally available to Agent and the Lenders, and the choice by Agent or the Lenders of one such alternative over another shall not be subject to question or challenge by Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, or failure to mitigate damages in any action, proceeding, or counteraction by Agent to recover or seeking any other remedy under this Guaranty, nor shall such choice preclude Agent from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies provided herein in part because they recognize that the choice of remedies in the event of a default hereunder will necessarily be and should properly be a matter of good faith business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by Agent and the Lenders at the lowest cost to Borrowers and/or Guarantor. It is the intention of the parties that such good faith choice by Agent or any Lender be given conclusive effect regardless of such subsequent developments.

 

GUARANTY AGREEMENTPage 2
 

 

4.          Guarantor does hereby (a) waive notice of acceptance of this Guaranty by Agent and the Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (b) agree to refrain from asserting, until after repayment in full of the Loan, any defense, right of set-off or other claim which such Guarantor may have against any Borrower, (c) waive any defense, right of set-off or other claim which any Borrower or Guarantor may have against any Agent, any Lender, or the holder of any Note, (d) waive any and all rights such Guarantor may have under any anti-deficiency statute or other similar protections, (e) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge such Guarantor with liability, and (f) waive any failure by Agent or any Lender to inform such Guarantor of any facts Agent or any Lender may now or hereafter know about any Borrower, any Project, the Loan, or the transactions contemplated by the Loan Agreement, it being understood and agreed that neither Agent nor any Lender has any duty so to inform and that such Guarantor is fully responsible for being and remaining informed by Borrowers of all circumstances bearing on the risk of nonperformance of any Borrower’s obligations. Credit may be granted or continued from time to time by the Lenders to any Borrower without notice to or authorization from Guarantor, regardless of the financial or other condition of such Borrower at the time of any such grant or continuation. Neither Agent nor any Lender shall have any obligation to disclose or discuss with Guarantor its assessment of the financial condition of such Borrower. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or any Lender. No modification or waiver of any of the provisions of this Guaranty shall be binding upon Agent or any Lender except as expressly set forth in a writing duly signed and delivered by Agent on behalf of the Lenders.

 

5.          Guarantor further agrees that Guarantor’s liability as guarantor shall in not be impaired or affected by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of such Guarantor of the time for payment of interest or principal under the Notes or by any forbearance or delay in collecting interest or principal under the Notes, or by any waiver by Agent or any Lender under the Loan Agreement, any Mortgage or any other Loan Documents, or by Agent’s or any Lender’s failure or election not to pursue any other remedies it may have against any Borrower or Guarantor, or by any change or modification in any Note, the Loan Agreement, any Mortgage or any other Loan Document, or by the acceptance by Agent or any Lender of any additional security or any increase, substitution or change therein, or by the release by Agent or any Lender of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Guaranteed Indebtedness even though Agent or any Lender might lawfully have elected to apply such payments to any part or all of the Guaranteed Indebtedness, it being the intent hereof that, subject to Agent’s and the Lenders’ compliance with the terms of this Guaranty, Guarantor shall remain liable for the payment of the Guaranteed Indebtedness, until the Guaranteed Indebtedness has been paid in full, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge of a surety. Guarantor further understands and agrees that Agent and the Lenders may at any time enter into agreements with Borrowers to amend and modify the Notes, the Loan Agreement, the Mortgages or other Loan Documents, and may waive or release any provision or provisions of the Notes, the Loan Agreement, the Mortgages and other Loan Documents or any thereof, and, with reference to such instruments, may make and enter into any such agreement or agreements as Agent, the Lenders and Borrowers may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Agent’s or Lenders’ rights hereunder or Guarantor’s obligations hereunder.

 

6.          This is an absolute, present and continuing guaranty of payment and not of collection. Guarantor agrees that this Guaranty may be enforced by Agent on behalf of the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Notes, the Loan Agreement, any Mortgage or any of the other Loan Documents through foreclosure or sale proceedings, as the case may be, under any Mortgage or otherwise, or resorting to any other guaranties, and Guarantor hereby waives any right to require Agent or any Lender to join any Borrower in any action brought hereunder or to commence any action against or obtain any judgment against any Borrower or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall prevent Agent on behalf of the Lenders from pursuing concurrently or successively all rights and remedies available to it at law and/or in equity or under the Notes, the Loan Agreement, any Mortgage or any other Loan Documents, and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of Guarantor’s obligations hereunder, it being the purpose and intent of such Guarantor that the obligations of such Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of any Borrower under the Notes, the Loan Agreement, any Mortgage or other Loan Documents or by reason of the bankruptcy of any Borrower or by reason of any creditor or bankruptcy proceeding instituted by or against any Borrower. This Guaranty shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to the Notes, the Loan Agreement, any Mortgage or any other Loan Document is rescinded or otherwise required to be returned by Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payment to Agent or such Lender had not been made, regardless of whether Agent or such Lender contested the order requiring the return of such payment. In the event of the foreclosure of the Mortgage and of a deficiency, Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrowers would not be allowed by applicable law; however, the foregoing shall not be deemed to require that Agent on behalf of the Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other collateral or security prior to or concurrently with enforcing this Guaranty.

 

GUARANTY AGREEMENTPage 3
 

 

7.          In the event any Lender or any holder of any Note shall assign any Note to any lender or other entity to secure a loan from such lender or other entity to any Lender or such holder for an amount not in excess of the amount which will be due, from time to time, from Borrowers to any Lender under such Note with interest not in excess of the rate of interest which is payable by Borrowers under such Note, Guarantor will accord full recognition thereto and agree that all rights and remedies of such Lender or such holder hereunder shall be enforceable against such Guarantor by such lender or other entity with the same force and effect and to the same extent as would have been enforceable by such lender or such holder but for such assignment; provided, however, that unless Agent shall otherwise consent in writing, Agent shall have an unimpaired right, prior and superior to that of its assignee or transferee, to enforce this Guaranty for Lender’s benefit to the extent any portion of the Guaranteed Indebtedness or any interest therein is not assigned or transferred.

 

8.          If: (a) this Guaranty is placed in the hands of an attorney for collection or is collected through any legal proceeding; (b) an attorney is retained to represent Agent or any Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Guaranty; (c) an attorney is retained to provide advice to Agent or any Lender or other representative of Agent or any other Lender in any proceedings whatsoever in connection with this Guaranty and Agent or such Lender prevails in such proceedings, then Guarantor shall pay to Agent or such Lender upon demand all reasonable attorney’s fees, costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder, regardless of whether all or a portion of such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as well as the other Loan Documents.

 

9.          The parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Agent and the Lenders under the remainder of this Guaranty shall continue in full force and effect.

 

10.         TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY AGENT. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”), AGENT (BY ITS ACCEPTANCE HEREOF) AND GUARANTOR IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF CLEVELAND AND STATE OF OHIO, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS GUARANTY SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. AGENT AND GUARANTOR FURTHER AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY OHIO STATE OR UNITED STATES COURT SITTING IN THE CITY OF CLEVELAND AND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

 

GUARANTY AGREEMENTPage 4
 

 

11.         Any indebtedness of any Borrower to Guarantor now or hereafter existing is hereby subordinated to the payment of the Guaranteed Indebtedness. Guarantor agrees that, until the entire Guaranteed Indebtedness has been paid in full, no Guarantor will seek, accept, or retain for its own account, any payment from such Borrower on account of such subordinated debt. Any payments to Guarantor on account of such subordinated debt shall be collected and received by Guarantor in trust for the Lenders and shall be paid over to Agent for the benefit of the Lenders on account of the Guaranteed Indebtedness without impairing or releasing the obligations of Guarantor hereunder.

 

12.         Any amounts received by the Lenders from any source on account of the Loan may be utilized by the Lenders for the payment of the Guaranteed Indebtedness and any other obligations of any Borrower to the Lenders in such order as the Lenders may from time to time elect. Additionally, if the Guaranteed Indebtedness guaranteed hereby is less than the full indebtedness evidenced by the Notes, all rents, proceeds and avails of each Project, including proceeds of realization of the Lenders’ collateral, shall be deemed applied on the Guaranteed Indebtedness of Borrowers to the Lenders that is not guaranteed by Guarantor until such unguaranteed indebtedness of Borrowers to the Lenders has been fully repaid before being applied upon the Guaranteed Indebtedness guaranteed by Guarantor.

 

13.         GUARANTOR AND AGENT (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

 

14.         Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

 

Guarantor:

Sentio Healthcare Properties, Inc.

189 South Orange Avenue, Suite 1700

Orlando, Florida 32801

Attention:        John Mark Ramsey

Attention:        Scott Larche

Attention:        Sharon Kaiser

Telephone:         (407) 999-7679

Facsimile:           (407) 999-5210

   
With a copy to:

Foley & Lardner LLP

111 North Orange Avenue, Suite 1800

Orlando, Florida 32801

Attention:        Michael A. Okaty, Esq.

Telephone:         (407) 244-3229

Facsimile:           (407) 648-1743

 

GUARANTY AGREEMENTPage 5
 

 

Agent:

KeyBank National Association

Mailcode: OH-01-51-0311

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attention:        Amy L. MacLearie, KREC Commercial Loan Closer-Assistant Vice President

Telephone:         (216) 813-6935

Facsimile:           (216) 357-6383

   
With a copy to:

Alfred G. Kyle, Esq.

Bracewell & Giuliani LLP

1445 Ross Avenue, Suite 3800

Dallas, Texas 75202

Telephone:         (214) 758-1660

Facsimile:           (214) 758-8360

 

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

 

15.         In order to induce the Lenders to make the Loan, Guarantor makes the following representations and warranties to the Agent for the benefit of the Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, the Lenders would not have agreed to make the Loan:

 

(a)          Guarantor is duly formed, validly existing, and in good standing in its state of organization and has qualified to do business and is in good standing in any state in which it is necessary in the conduct of its business;

 

(b)          Guarantor maintains an office at the address set forth for such party in Section 14;

 

(c)          Any and all balance sheets, net worth statements, and other financial data with respect to Guarantor which have heretofore been given to Agent or any Lender by or on behalf of Guarantor fairly and accurately present the financial condition of Guarantor in all material respects as of the respective dates thereof;

 

(d)          The execution, delivery, and performance by Guarantor of this Guaranty does not and will not contravene or conflict with (i) any Laws, order, rule, regulation, writ, injunction or decree now in effect of any Government Authority, or court having jurisdiction over Guarantor, (ii) any contractual restriction binding on or affecting Guarantor or Guarantor’s property or assets which may adversely affect Guarantor’s ability to fulfill its obligations under this Guaranty, (iii) the instruments creating any trust holding title to any assets included in Guarantor’s financial statements, or (iv) the organizational documents of Guarantor;

 

(e)          This Guaranty creates legal, valid, and binding obligations of Guarantor enforceable in accordance with its terms;

 

(f)          there is no action, proceeding, or investigation pending or, to the knowledge of Guarantor, threatened or affecting Guarantor, which may adversely affect Guarantor’s ability to fulfill its material obligations under this Guaranty. There are no judgments or orders for the payment of money rendered against Guarantor for an amount in excess of $100,000 which have been undischarged for a period of ten (10) or more consecutive days or the enforcement of which is not stayed by reason of a pending appeal or otherwise. Guarantor is not in default under any agreements which may adversely affect Guarantor’s ability to fulfill its obligations under this Guaranty; and

 

(g)          All statements set forth in the Recitals are true and correct.

 

GUARANTY AGREEMENTPage 6
 

 

All of the foregoing representations and warranties shall be deemed remade on the date of the first disbursement of Loan proceeds, on the date of each advance of Loan proceeds, and upon any extension of the Loan pursuant to the Loan Agreement. Guarantor hereby agrees to indemnify and hold Agent and each Lender free and harmless from and against all loss, cost, liability, damage, and expense, including reasonable attorney’s fees and costs, which Agent or any Lender may sustain by reason of the inaccuracy or breach of any of the foregoing representations and warranties as of the date the foregoing representations and warranties are made and are remade.

 

16.         Guarantor shall deliver or cause to be delivered to Agent all of the applicable financial statements to be delivered in accordance with the terms of the Loan Agreement.

 

17.         This Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Guarantor.

 

18.         This Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

 

19.         The Lenders shall be entitled to honor any request for Loan proceeds made by Borrowers and shall have no obligation to see to the proper disposition of such advances. Guarantor agrees that its obligations hereunder shall not be released or affected by reason of any improper disposition by Borrowers of such Loan proceeds.

 

20.         This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

 

GUARANTY AGREEMENTPage 7
 

 

IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of Ohio as of the date first written above.

 

  GUARANTOR:
   
  SENTIO HEALTHCARE PROPERTIES, INC., a Maryland
  corporation
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory

 

GUARANTY AGREEMENTPage 8

 EX-10.28 14 v403036_ex10-28.htm EXHIBIT 10.28

 

Exhibit 10.28

 

PAYMENT GUARANTY

 

THIS PAYMENT GUARANTY (“Guaranty”) made as of December 31, 2014, by SUMTER PLACE TRS, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the benefit of the Lenders, its successors and assigns (“Agent”).

 

RECITALS

 

A.           On or about the date hereof, Sumter Place Owner, LLC, a Delaware limited liability company (collectively with Sumter Grand Borrower after the Sumter Grand Closing, “Borrowers”), Agent and the Lenders entered into that certain Secured Loan Agreement (“Loan Agreement”) whereby the Lenders agreed to make a secured term loan (the “Loan”) available to Borrowers in the maximum aggregate amount at any time outstanding not to exceed the sum of Fifty-Three Million One Hundred Fifty-Four Thousand Six Hundred and No/100 Dollars ($53,154,600.00), for the acquisition of the leasehold covering the Sumter Place Project and the equity in Sumter Grand Borrower in connection with the Projects.

 

B.           In connection with the Loan, Borrowers have executed and delivered one or more promissory notes (collectively, the “Notes”), of even date herewith and payable to the order of the Lenders in the aggregate amount of $53,154,600.00, payment of which is secured by (i) the Mortgages and (ii) the other Loan Documents.

 

C.           Guarantor will derive financial benefit from the Loan evidenced and secured by the Notes, the Mortgages and the other Loan Documents.

 

D.           The Lenders have relied on the statements and agreements contained herein in agreeing to make the Loan. The execution and delivery of this Guaranty by Guarantor is a condition precedent to the making of the Loan by the Lenders.

 

E.           Initially capitalized terms used and not otherwise defined herein shall have the meanings respectively ascribed to them in the Loan Agreement.

 

AGREEMENTS

 

NOW, THEREFORE, intending to be legally bound, Guarantor, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, hereby covenants and agrees with Agent for the benefit of the Lenders and their respective successors, indorsees, transferees, participants and assigns as follows:

 

1.          Guarantor absolutely, unconditionally and irrevocably guarantees:

 

(a)          the full and prompt payment of (i) the principal of and interest on the Notes when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, and (ii) all sums other than those set forth in (i) which may now be or may hereafter become due and owing under the Notes, the Loan Agreement and the other Loan Documents;

 

(b)          the prompt, full and complete performance of all of Borrower’s obligations under each and every covenant contained in the Loan Documents, including, without limitation, the Indemnity;

 

(c)          the full and prompt payment of any Enforcement Costs (as hereinafter defined in Section 9 hereof);

 

PAYMENT GUARANTY (Sumter Place)Page 1
 

 

(d)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection with the intentional misapplication or conversion of any tenant security deposits, insurance proceeds, condemnation awards, or any proceeds from the sale of a portion of any Project received by any Borrower and not delivered over to Agent or used to restore the applicable Project in accordance with Article 10 of the Loan Agreement;

 

(e)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out or on account of or based upon any fraud or willful misrepresentation of a material fact by any Borrower in any document executed or presented to Agent or any Lender in connection with the Loan;

 

(f)          any amount(s) necessary to repair or replace any damage to or destruction of any Project which is the result of intentional misconduct or gross negligence on the part of any Borrower including, without limitation, waste, any act of arson or malicious destruction by any Borrower;

 

(g)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon the failure to maintain insurance as required by the Loan Documents or the failure to timely pay insurance premiums for any such required insurance for any Project;

 

(h)          to the extent any Project generates sufficient income to pay for the same and subject to any right to contest such matters as provided in the Loan Documents, any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon the failure to timely pay any valid real estate taxes for such Project which could create liens on any portion of such Project which would be superior to the lien or security title of the applicable Mortgage or the other Loan Documents, to the full extent of the amount claimed by any such lien claimant, except to the extent such loss results from Lenders’ failure to pay any valid real estate taxes for any Project from funds escrowed pursuant to the terms of the Loan Agreement; and

 

(i)          any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon any Borrower (i) making a general assignment for the benefit of its creditors; (ii) filing a petition, answer or consent seeking, or having entered against it an order for relief (or any similar remedy) under any provision of Title 11 of the United States Code or any other federal, state or foreign Law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization not dismissed within 60 days, or consent to the institution of any proceedings thereunder; (iii) convening a meeting of its creditors, or any class thereof, for the purpose of effecting a moratorium upon or extension or composition of its debts; (iv) admitting in writing that it is generally not able to pay its debts as they mature or generally not pay its debts as they mature; or (v) applying for a consent to the appointment of a receiver, trustee, custodian, liquidator or other similar official of all or a portion of its assets.

 

All amounts due, debts, liabilities and payment obligations described in subsections (a) – (i) of this Section 1 shall be hereinafter collectively referred to as the “Guaranteed Indebtedness”.

 

2.          In the event of any default by Borrowers in the payment of the Indebtedness, after the expiration of any applicable cure or grace period, Guarantor agrees, on demand by Agent or the holder of any Note, to pay the Guaranteed Indebtedness regardless of any defense, right of set-off or claims which Borrowers or Guarantor may have against Agent or any Lender or the holder of any Note.

 

3.          All of the remedies set forth herein and/or provided for in any of the Loan Documents or at law or equity shall be equally available to Agent and the Lenders, and the choice by Agent or the Lenders of one such alternative over another shall not be subject to question or challenge by Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, or failure to mitigate damages in any action, proceeding, or counteraction by Agent to recover or seeking any other remedy under this Guaranty, nor shall such choice preclude Agent from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies provided herein in part because they recognize that the choice of remedies in the event of a default hereunder will necessarily be and should properly be a matter of good faith business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by Agent and the Lenders at the lowest cost to Borrowers and/or Guarantor. It is the intention of the parties that such good faith choice by Agent or any Lender be given conclusive effect regardless of such subsequent developments.

 

PAYMENT GUARANTY (Sumter Place)Page 2
 

 

4.          Guarantor does hereby (a) waive notice of acceptance of this Guaranty by Agent and the Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (b) agree to refrain from asserting, until after repayment in full of the Loan, any defense, right of set-off or other claim which Guarantor may have against Borrowers (c) waive any defense, right of set-off or other claim which Guarantor or Borrower may have against Agent or any Lender, or the holder of any Note, (d) waive any and all rights Guarantor may have under any anti-deficiency statute or other similar protections, (e) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Guarantor with liability, and (f) waive any failure by Agent or any Lender to inform Guarantor of any facts Agent or any Lender may now or hereafter know about Borrowers, the Projects, the Loan, or the transactions contemplated by the Loan Agreement, it being understood and agreed that neither Agent nor any Lender has any duty so to inform and that Guarantor is fully responsible for being and remaining informed by Borrowers of all circumstances bearing on the risk of nonperformance of Borrowers’ obligations. Credit may be granted or continued from time to time by the Lenders to Borrowers without notice to or authorization from Guarantor, regardless of the financial or other condition of Borrowers at the time of any such grant or continuation. Neither Agent nor any Lender shall have any obligation to disclose or discuss with Guarantor its assessment of the financial condition of any Borrower. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or any Lender. No modification or waiver of any of the provisions of this Guaranty shall be binding upon Agent or any Lender except as expressly set forth in a writing duly signed and delivered by Agent on behalf of the Lenders.

 

5.          Guarantor further agrees that Guarantor’s liability as guarantor shall in not be impaired or affected by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of Guarantor of the time for payment of interest or principal under the Notes or by any forbearance or delay in collecting interest or principal under the Notes, or by any waiver by Agent or any Lender under the Loan Agreement, the Mortgages or any other Loan Documents, or by Agent’s or any Lender’s failure or election not to pursue any other remedies it may have against any Borrower or Guarantor, or by any change or modification in the Notes, the Loan Agreement, the Mortgages or any other Loan Document, or by the acceptance by Agent or any Lender of any additional security or any increase, substitution or change therein, or by the release by Agent or any Lender of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Guaranteed Indebtedness even though Agent or any Lender might lawfully have elected to apply such payments to any part or all of the Guaranteed Indebtedness, it being the intent hereof that, subject to Agent’s and the Lenders’ compliance with the terms of this Guaranty, Guarantor shall remain liable for the payment of the Guaranteed Indebtedness, until the Guaranteed Indebtedness has been paid in full, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge of a surety. Guarantor further understands and agrees that Agent and the Lenders may at any time enter into agreements with Borrower to amend and modify the Notes, the Loan Agreement, the Mortgages or other Loan Documents (other than this Guaranty), and may waive or release any provision or provisions of the Notes, the Loan Agreement, the Mortgages and other Loan Documents (other than this Guaranty) or any thereof, and, with reference to such instruments, may make and enter into any such agreement or agreements as Agent, the Lenders and Borrowers may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Agent’s or Lenders’ rights hereunder or Guarantor’s obligations hereunder.

 

PAYMENT GUARANTY (Sumter Place)Page 3
 

 

6.          This is an absolute, present and continuing guaranty of payment and not of collection. Guarantor agrees that this Guaranty may be enforced by Agent on behalf of the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Notes, the Loan Agreement, the Mortgages or any of the other Loan Documents through foreclosure or sale proceedings, as the case may be, under the Mortgages or otherwise, or resorting to any other guaranties, and Guarantor hereby waives any right to require Agent or any Lender to join Borrowers in any action brought hereunder or to commence any action against or obtain any judgment against Borrowers or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall prevent Agent on behalf of the Lenders from pursuing concurrently or successively all rights and remedies available to it at law and/or in equity or under the Notes, the Loan Agreement, the Mortgages or any other Loan Documents, and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of Guarantor’s obligations hereunder, it being the purpose and intent of Guarantor that the obligations of Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of any Borrower under the Notes, the Loan Agreement, the Mortgages or other Loan Documents or by reason of the bankruptcy of any Borrower or by reason of any creditor or bankruptcy proceeding instituted by or against any Borrower. This Guaranty shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to the Notes, the Loan Agreement, the Mortgages or any other Loan Document is rescinded or otherwise required to be returned by Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payment to Agent or such Lender had not been made, regardless of whether Agent or such Lender contested the order requiring the return of such payment. In the event of the foreclosure of the Mortgages and of a deficiency, Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrowers would not be allowed by applicable law; however, the foregoing shall not be deemed to require that Agent on behalf of the Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other collateral or security prior to or concurrently with enforcing this Guaranty.

 

7.          Reserved.

 

8.          In the event any Lender or any holder of any Note shall assign any Note to any lender or other entity to secure a loan from such lender or other entity to any Lender or such holder for an amount not in excess of the amount which will be due, from time to time, from Borrowers to any Lender under such Note with interest not in excess of the rate of interest which is payable by Borrowers under such Note, Guarantor will accord full recognition thereto and agree that all rights and remedies of such Lender or such holder hereunder shall be enforceable against Guarantor by such lender or other entity with the same force and effect and to the same extent as would have been enforceable by such lender or such holder but for such assignment; provided, however, that unless Agent shall otherwise consent in writing, Agent shall have an unimpaired right, prior and superior to that of its assignee or transferee, to enforce this Guaranty for Lender’s benefit to the extent any portion of the Guaranteed Indebtedness or any interest therein is not assigned or transferred.

 

9.          If: (a) this Guaranty is placed in the hands of an attorney for collection or is collected through any legal proceeding; (b) an attorney is reasonably required and retained to represent Agent or any Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Guaranty; (c) an attorney is retained to provide advice or other representation with respect to this Guaranty; or (d) an attorney is retained to represent Agent or any Lender in any proceedings whatsoever in connection with this Guaranty and Agent or such Lender prevails in such proceedings, then Guarantor shall pay to Agent or such Lender upon demand all reasonable attorney’s fees, costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder, regardless of whether all or a portion of such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as well as the other Loan Documents.

 

10.         The parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Agent and the Lenders under the remainder of this Guaranty shall continue in full force and effect.

 

PAYMENT GUARANTY (Sumter Place)Page 4
 

 

11.         TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY AGENT. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”), AGENT (BY ITS ACCEPTANCE HEREOF) AND GUARANTOR IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF CLEVELAND AND STATE OF OHIO, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS GUARANTY SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. AGENT AND GUARANTOR FURTHER AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY OHIO STATE OR UNITED STATES COURT SITTING IN THE CITY OF CLEVELAND AND MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

 

12.         Any indebtedness of Borrowers to Guarantor now or hereafter existing is hereby subordinated to the payment of the Guaranteed Indebtedness. Guarantor agrees that, until the entire Guaranteed Indebtedness has been paid in full, Guarantor will not seek, accept, or retain for its own account, any payment from Borrowers on account of such subordinated debt. Any payments to Guarantor on account of such subordinated debt shall be collected and received by Guarantor in trust for the Lenders and shall be paid over to Agent for the benefit of the Lenders on account of the Guaranteed Indebtedness without impairing or releasing the obligations of Guarantor hereunder.

 

13.         Any amounts received by the Lenders from any source on account of the Loan may be utilized by the Lenders for the payment of the Guaranteed Indebtedness and any other obligations of Borrowers to the Lenders in such order as the Lenders may from time to time elect. Additionally, if the Guaranteed Indebtedness guaranteed hereby is less than the full indebtedness evidenced by the Notes, all rents, proceeds and avails of each Project, including proceeds of realization of the Lenders’ collateral, shall be deemed applied on the Guaranteed Indebtedness of Borrowers to the Lenders that is not guaranteed by Guarantor until such unguaranteed indebtedness of Borrowers to the Lenders has been fully repaid before being applied upon the Guaranteed Indebtedness guaranteed by Guarantor.

 

14.         GUARANTOR AND AGENT (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

 

15.         Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so long as copy is sent on the same day by overnight courier as set forth below:

 

PAYMENT GUARANTY (Sumter Place)Page 5
 

 

Guarantor:                          Sumter Place TRS, LLC

c/o Sentio Healthcare Properties, Inc.

189 South Orange Avenue, Suite 1700

Orlando, Florida 32801

Attention:          John Mark Ramsey

Attention:          Scott Larche

Attention:          Sharon Kaiser

Telephone:        (407) 999-7679

Facsimile:          (407) 999-5210

 

With a copy to:

Foley & Lardner LLP

111 North Orange Avenue, Suite 1800

Orlando, Florida 32801

Attention:           Michael A. Okaty, Esq.

Telephone:         (407) 244-3229

Facsimile:           (407) 648-1743

 

Agent:                               KeyBank National Association

Mailcode: OH-01-51-0311

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attention:           Amy MacLearie, Closer

Telephone:         (216) 813-6935

Facsimile:           (216) 357-6383

 

With a copy to:

Alfred G. Kyle, Esq.

Bracewell & Giuliani LLP

1445 Ross Avenue, Suite 3800

Dallas, Texas 75202

Telephone:         (214) 758-1660

Facsimile:           (214) 758-8360

 

or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice.

 

16.         In order to induce the Lenders to make the Loan, Guarantor makes the following representations and warranties to the Agent for the benefit of the Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, the Lenders would not have agreed to make the Loan.

 

(a)          Guarantor maintains an office at the address set forth for such party in Section 15.

 

(b)          Any and all balance sheets, net worth statements, and other financial data with respect to Guarantor which have heretofore been given to Agent or any Lender by or on behalf of Guarantor fairly and accurately present the financial condition of Guarantor in all material respects as of the respective dates thereof.

 

(c)          The execution, delivery, and performance by Guarantor of this Guaranty does not and will not contravene or conflict with (i) any material Laws, order, rule, regulation, writ, injunction or decree now in effect of any Government Authority, or court having jurisdiction over Guarantor, (ii) any contractual restriction binding on or affecting Guarantor or Guarantor’s property or assets which may adversely affect Guarantor’s ability to fulfill its obligations under this Guaranty, or (iii) the instruments creating any trust holding title to any assets included in Guarantor’s financial statements.

 

PAYMENT GUARANTY (Sumter Place)Page 6
 

 

(d)          This Guaranty creates legal, valid, and binding obligations of Guarantor enforceable in accordance with its terms.

 

(e)          Except as disclosed in writing to Agent, there is no action, proceeding, or investigation pending or, to the knowledge of Guarantor, threatened or affecting Guarantor, which may adversely affect Guarantor’s ability to fulfill its material obligations under this Guaranty. There are no judgments or orders for the payment of money rendered against Guarantor for an amount in excess of $100,000 which have been undischarged for a period of ten (10) or more consecutive days or the enforcement of which is not stayed by reason of a pending appeal or otherwise. To the best of his knowledge, Guarantor is not in default under any agreements which may adversely affect Guarantor’s ability to fulfill its material obligations under this Guaranty.

 

(f)          All statements set forth in the Recitals are true and correct.

 

All of the foregoing representations and warranties shall be deemed remade on the date of the first disbursement of Loan proceeds, on the date of each advance of Loan proceeds, and upon any extension of the Loan pursuant to the Loan Agreement. Guarantor hereby agrees to indemnify and hold Agent and each Lender free and harmless from and against all loss, cost, liability, damage, and expense, including reasonable attorney’s fees and costs, which Agent or any Lender may sustain by reason of the inaccuracy or breach of any of the foregoing representations and warranties as of the date the foregoing representations and warranties are made and are remade.

 

17.         Guarantor shall deliver or cause to be delivered to Agent all of the Guarantor financial statements to be delivered in accordance with the terms of the Loan Agreement.

 

18.         This Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Guarantor and shall not be discharged in whole or in part by the death of Guarantor.

 

19.         This Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

 

20.         The Lenders shall be entitled to honor any request for Loan proceeds made by Borrowers and shall have no obligation to see to the proper disposition of such advances. Guarantor agrees that its obligations hereunder shall not be released or affected by reason of any improper disposition by Borrowers of such Loan proceeds.

 

21.         This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

 

PAYMENT GUARANTY (Sumter Place)Page 7
 

 

IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of Ohio as of the date first written above.

 

  “GUARANTOR”:
   
  SUMTER PLACE TRS, LLC, a Delaware limited liability
company
   
  By: /s/ John Mark Ramsey
    John Mark Ramsey, Authorized Signatory

  

PAYMENT GUARANTY (Sumter Place)Page 8

 EX-10.29 15 v403036_ex10-29.htm EXHIBIT 10.29

 

Exhibit 10.29

 

PURCHASE AND SALE AGREEMENT

 

By And Among

 

GABLES OF HUDSON, LLC

a Delaware limited liability company

 

as “Buyer”;

 

GREAT-HUDSON, LLC,

an Ohio limited liability company

 

and

 

GABLES-HUDSON, LLC,

an Ohio limited liability company

 

Collectively, as “Sellers”; and

 

STEWART TITLE GUARANTY COMPANY

 

 

 

as “Escrow Agent”

 

Dated as of

 

September 11, 2014

 

 
 

 

TABLE OF CONTENTS

 

    Page
     
ARTICLE I TERMINOLOGY 1
1.1 Defined Terms 1
1.2 Additional Defined Terms 4
     
ARTICLE II PURCHASE AND SALE 5
2.1 Property 5
2.2 Assumption of Liabilities. 6
2.3 Purchase Price 7
2.4 Earnest Money Deposit 7
2.5 Adjustment of Purchase Price. 7
2.6 Escrow Agent. 9
     
ARTICLE III DUE DILIGENCE PERIOD 10
3.1 Due Diligence Period 10
3.2 Buyer’s Responsibilities 10
3.3 Title Commitment 10
3.4 Continuing Diligence and Inspection Rights 11
     
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 12
4.1 Organization; Good Standing 12
4.2 Consent of Third Parties 12
4.3 Authority; Enforceability 12
4.4 Absence of Conflicts 12
4.5 No Judgments 12
4.6 No Governmental Approvals 12
4.7 Insurance 13
4.8 Litigation 13
4.9 Compliance with Laws 13
4.10 Environmental Matters 13
4.11 Assessments 13
4.12 Property Agreements 14
4.13 Licenses 14
4.14 Resident Agreements 14
4.15 Medicare; Medicaid 14
4.16 Condemnation 14
4.17 Condition of Property 14
4.18 Independent Property 15
4.19 Full Disclosure 15
4.20 Financial Statements 15
4.21 Zoning 15
4.22 FIRPTA 15
4.23 Interests; Title 16
4.24 Title Encumbrances 16
4.25 Affordable Housing Units 16

 

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4.26 No New Survey Matters 16
4.27 Loans 16
4.28 Patriot Act Compliance 16
4.29 Broker’s or Finder’s Fees 16
4.30 Insolvency 17
     
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 17
5.1 Organization and Good Standing 17
5.2 Authorization and Binding Effect of Documents 17
5.3 Absence of Conflicts 17
5.4 Consents 17
5.5 Patriot Act Compliance 18
5.6 Broker’s or Finder’s Fees 18
     
ARTICLE VI OTHER COVENANTS 18
6.1 Conduct of Business Prior to the Closing 18
6.2 Notification of Certain Matters 19
6.3 Title; Additional Documents 19
6.4 Other Consents 20
6.5 Inspection and Access 20
6.6 Confidentiality. 20
6.7 Publicity 21
6.8 Commercially Reasonable Efforts 21
6.9 Reports 21
6.10 Post-Closing Obligations of Seller 21
6.11 No Other Representations or Warranties. 21
6.12 Noncompetition 22
6.13 Exclusivity 22
     
ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE 22
7.1 Accuracy of Representations and Warranties; Closing Certificate. 22
7.2 Performance of Agreement 23
7.3 No Material and Adverse Change 23
7.4 [Reserved.] 23
7.5 [Reserved.] 23
7.6 Title Insurance and Survey. 23
7.7 [Reserved.] 24
7.8 [Reserved.] 24
7.9 Delivery of Closing Documents 24
7.10 Licenses. 24
7.11 Termination of Existing Leases & Management Agreements 25
7.12 Governmental Approvals. 25
7.13 Third-Party Consents 25
7.14 Management Agreement 25

 

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ARTICLE VIII CONDITIONS PRECEDENT TO THE  OBLIGATION OF SELLER TO CLOSE 25
8.1 Accuracy of Representations and Warranties. 26
8.2 Performance of Agreements 26
8.3 Delivery of Closing Documents 26
     
ARTICLE IX CLOSING 26
9.1 Closing Date and Place 26
9.2 Deliveries of Seller 26
9.3 Deliveries of Buyer 27
9.4 Closing Costs 28
     
ARTICLE X INDEMNIFICATION 29
10.1 General 29
10.2 Indemnification by Seller 29
10.3 Indemnification by Buyer 29
10.4 Administration of Indemnification 30
10.5 Guaranty 31
     
ARTICLE XI DEFAULT AND TERMINATION 31
11.1 Right of Termination 31
11.2 Remedies upon Default. 32
11.3 Specific Performance 32
11.4 Obligations Upon Termination 33
11.5 Termination Notice 33
11.6 Sole and Exclusive Remedy 33
     
ARTICLE XII MISCELLANEOUS 33
12.1 Further Actions 33
12.2 Notices 33
12.3 Entire Agreement 34
12.4 Binding Effect; Benefits 34
12.5 Assignment 35
12.6 Governing Law 35
12.7 Amendments and Waivers 35
12.8 Joint and Several 35
12.9 Severability 35
12.10 Headings 35
12.11 Counterparts 35
12.12 References 35
12.13 Schedules and Exhibits 36
12.14 Attorneys’ and Expert Witness Fees 36
12.15 Reserved. 36
12.16 Casualty 36
12.17 Condemnation 37
12.18 Limited Liability 37
12.19 Non-controlled Affiliates 37

 

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12.20 Survival of Defined Terms 37
12.21 Time of Essence 37
12.22 No Third-Party Beneficiary 38
12.23 WAIVER OF JURY TRIAL 38

  

iiv
 

  

SCHEDULES  
   
Schedule 2.1(a) Excluded Real Property
Schedule 2.2(c) Assumed Obligations
Schedule 2.3 Purchase Price Allocation
Schedule 4.2 Consents of Third Parties
Schedule 4.5 Judgments
Schedule 4.7 Seller’s Insurance
Schedule 4.8 Litigation
Schedule 4.14 Exceptions to Rent Roll
Schedule 4.17 Condition of the Property
Schedule 4.18 Independent Property
Schedule 4.23 Exceptions to Seller’s Ownership
Schedule 4.24 Title Encumbrances
Schedule 4.27 Loans
Schedule 4.29 Broker’s of Finder’s Fees
Schedule 7.12 Required Consents
   
EXHIBITS  
   
EXHIBIT A Legal Description of the Property
EXHIBIT B List of Required Due Diligence Items for The Property
EXHIBIT C List of Property Agreements
EXHIBIT D List of Licenses Required for the Property
EXHIBIT E Financial Statements
EXHIBIT F Rent Roll
EXHIBIT G Form Resident Agreement
EXHIBIT H Outstanding Citations
EXHIBIT I Form of Audit Letter
EXHIBIT J  Form of Guaranty
EXHIBIT K  Form of Earnout Agreement
EXHIBIT L  Form of Transition Period Sublease
EXHIBIT M  Form of Management Agreement
EXHIBIT N  Intellectual Property License

 

iv
 

  

PURCHASE AND SALE AGREEMENT

 

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated the 11th day of September, 2014, by and among: GABLES OF HUDSON, LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”), GABLES-HUDSON, LLC, and GREAT-HUDSON, LLC, each an Ohio limited liability company (each referred to as the “Seller” and together the “Sellers”), and STEWART TITLE GUARANTY COMPANY (the “Escrow Agent”).

 

RECITALS:

 

A.           Sellers owns that certain 112-unit assisted living and memory care property known as The Gables of Hudson, located at 5400 Darrow Road, Hudson, Ohio 44236, and certain real and personal property associated therewith (the “Hudson Facility”).

 

B.           Buyer desires to acquire, and Sellers are willing to convey to Buyer, the Hudson Facility and certain real and personal property associated therewith pursuant to the terms described herein.

 

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer agree as follows:

 

ARTICLE I

TERMINOLOGY

 

1.1           Defined Terms. Throughout this Agreement, wherever the term “Seller” is used, such term will apply to each Seller unless otherwise stated and will apply with respect to each Seller to the Land, the Real Property and the Property owned by that Seller, as applicable. Throughout this Agreement, wherever the terms “Land”, “Real Property”, or “Property” are used, such terms will refer to each Seller’s interest in the Land, Real Property or Property, as applicable, unless otherwise stated. The term “party” shall refer either to Buyer or to Sellers collectively. As used herein, the following terms shall have the meanings indicated:

 

Accrued Employee Benefits: Shall mean any accrued wages, salary, vacation or other accrued paid time off or benefits for the employees of the Property, including without limitation those employees who will continue to be employed at the Property after the Closing.

 

Adjustment Amount: The amount computed under Section 2.5 hereof.

 

Affiliate: With respect to any specified person or entity, any other person or entity which, directly or indirectly controls, is controlled by, or is under common control with, the specified person or entity.

 

 
 

   

Applicable Law: Any federal, state, municipal, county, local, foreign or other statute, law, ordinance, rule or regulation or any order, writ, injunction, judgment, plan or decree of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, county, local, foreign or other.

 

Closing: The consummation of the purchase and sale of the Property in accordance with the terms of this Agreement on the Closing Date or at such earlier or later date and time as may be agreed upon by the parties.

 

Code: The Internal Revenue Code of 1986, as amended.

 

Documents: This Agreement, all Exhibits and Schedules hereto, and each other agreement, certificate or instrument to be delivered pursuant to this Agreement.

 

Due Diligence Period: The period commencing on the Effective Date and ending at 6:00 PM Eastern Time on the date which is forty-five (45) days after the Effective Date, during which time Buyer may, at reasonable times with prior notice to Seller, investigate the financial, legal, operational, environmental and all other aspects of the Property as Buyer may desire.

 

Earnout Agreement: That certain Earnout Agreement by and between Buyer and Seller in substantially the form attached hereto as Exhibit K, to be executed by Buyer and Seller at Closing.

 

Effective Date: The date first written above.

 

Existing Manager: The entity (an Affiliate of Seller) responsible for the management of the Property as of the Effective Date.

 

GAAP: Generally accepted accounting principals as applied in the United States.

 

Knowledge: As used in this Agreement, the term “knowledge” when used to refer to the knowledge of Seller shall mean the actual knowledge of any member, site manager, or officer of Seller upon reasonable inquiry of Existing Manager and the executive director of the Hudson Facility.

 

Licenses: All certificates, licenses, and permits issued by governmental authorities which are required to be held by an owner or tenant in connection with the ownership, use, occupancy, operation, and maintenance of the Property as an assisted living and memory care facility.

 

Lien: Any mortgage, deed to secure debt, deed of trust, pledge, hypothecation, right of first refusal, security, encumbrance, charge, claim, option or lien of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or Applicable Law.

 

2
 

  

Loss: Any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages and reasonable out-of-pocket expenses, including court costs, expert witness fees and reasonable attorneys’ fees, whether or not arising out of a third-party claim.

 

Other Assets: The Resident Agreements, Resident Deposits, Property Agreements, Intellectual Property and all other property and assets included within the definition of "Property" in Section 2.1 of this Agreement other than Real Property and Personal Property.

 

Permitted Lien: Any (i) statutory liens that secure a governmentally required payment, including without limitation Taxes, not yet due, (ii) zoning regulations and restrictive covenants and easements of record that do not detract in any material respect from the present use of the Property and do not materially and adversely affect, impair or interfere with the use of any property affected thereby, (iii) public utility easements of record, in customary form, to serve the Property, and (iv) any other condition of title as may be approved by Buyer in writing prior to the end of the Due Diligence Period.

 

Post-Closing Licensee: The Buyer, Tenant or their designee to whom all Licenses will be transferred or otherwise obtained in accordance with Applicable Law for the operation of the Property as an assisted living and memory care facility.

 

Property Condition Report: The property condition report to be obtained by Buyer prior to the end of the Due Diligence Period, which details the physical condition of the Property.

 

Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, whether or not recorded, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding all transfer, conveyance, intangibles, mortgage transfer, and documentary stamp taxes payable in connection with the transactions contemplated by this Agreement.

 

Tenant: That entity established by Buyer to lease the Property upon purchase by the Buyer.

 

Title Insurer: The Title Insurer is as follows:

 

Stewart Title Guaranty Company

c/o Terrance Miklas

One Washington Mall- Suite 1400

Boston, MA 02108

O 617-933-2415 | M 617-293-8171 | F 617-727-8372

TMiklas@stewart.com

 

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1.2           Additional Defined Terms. As used herein, the following terms shall have the meanings defined in the recitals or Section indicated below:

 

Agreed Upon Title Defects Section 7.6(b)
Agreement Preamble
Assumed Obligations Section 2.2(c)
Buyer Preamble
CERCLA Section 4.10
Closing Date Section 9.1
Earnest Money Deposit Section 2.4
Environmental Laws Section 4.10
Escrow Agent Preamble
Escrowed Funds Section 2.6
Floor Section 10.4(f)
Guaranty Section 10.5
Hudson Facility Recital A
Improvements Section 2.1(a)
Indemnified Party Section 10.4(a)
Indemnifying Party Section 10.4(a)
Land Section 2.1(a)
Management Agreement Section 7.14
Non-controlled Affiliates Section 12.19
OFAC Section 4.28
Patriot Act Section 4.28
Permitted Buyer-Assignee Section 12.5
Permitted Exception Section 3.3
Personal Property Section 2.1(a)
Post-Closing Adjustment Amounts Section 2.5(f)
Preliminary Adjustment Amount Section 2.5(f)
Property Section 2.1
Property Agreements Section 2.1(c)
Proration Date Section 2.5(a)
Proration Schedule Section 2.5(a)
Purchase Price Section 2.3
Real Property Section 2.1(a)
Records Section 6.10
Rent Roll Section 4.14
Required Cure Items Section 0
Resident Agreements Section 2.1(d)
Resident Deposits Section 2.1(d)
SEC Section 6.6(c)
Seller Preamble
Survey Section 7.6(b)
Title Commitment Section 3.3
Title Defect Section 3.3
Title Notice Section 3.3
Transaction Costs Section 9.4
Transition Period Sublease Section 7.9(c)

 

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ARTICLE II

PURCHASE AND SALE

 

2.1           Property. Upon and subject to the terms and conditions provided herein, at Closing, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller the following (collectively, the “Property”):

 

(a)          Real Property. All of Seller’s right, title, and interest in and to that certain parcel of real property consisting of land (“Land”) and all buildings, structures, fixtures and other improvements (“Improvements”) located thereon. The Land is more particularly described on Exhibit A attached to this Agreement. The Land and Improvements (collectively, the “Real Property”) shall be deemed to include all licenses, and all rights-of-way, beneficial easements and appurtenances related to the Real Property, other than as set forth on Schedule 2.1(a).

 

(b)          Personal Property. All furnishings, machinery, equipment, vehicles, supplies, inventory, linens, medicine, foodstuffs, consumable and other personal property of any type or description, including, without limitation, all beds, chairs, sofas, wheelchairs, tables, kitchen and laundry equipment associated with and present at the Property (collectively, the “Personal Property”).

 

(c)          Property Agreements. To the extent assignable, all rights of Seller in, to and under all contracts, leases, agreements, commitments and other arrangements, and any amendments, modifications, supplements, renewals and extensions thereof, used or useful in the operation of the Property made or entered into by Seller as of the Effective Date, or between the Effective Date and the Closing in compliance with this Agreement (the “Property Agreements”). Notwithstanding the foregoing, Property Agreements expressly excludes any contracts, leases, agreements, commitments and other arrangements, and any amendments, modifications, supplements, renewals and extensions entered into by Seller after the Effective Date and prior to the Closing in breach of Section 6.1, and any Property Agreements for which consents to the assignment thereof to the Buyer have not been obtained as of the Closing, unless waived by Buyer. Buyer shall have no obligation under the Property Agreements unless such Property Agreements are listed on Schedule 2.2(c).

 

(d)          Resident Agreements. All rights of Seller in, to and under all occupancy, residency, leases, tenancy and similar written agreements entered into in the ordinary course of business with residents of the Property, including any amendments, modifications, supplements, renewals and extensions thereof (“Resident Agreements”), and all deposits, initial service fees and advances of any kind or nature from any resident of the Property (“Resident Deposits”).

 

5
 

  

(e)          Records. True and complete copies of all the books, records, accounts, files, logs, ledgers, journals and architectural, mechanical and electrical plans and specifications pertaining to or used in the operation of the Property, however such data is stored.

 

(f)          Licenses. To the extent they are transferable, any and all Licenses now held in the name of the Seller, or any Affiliate(s) of the Seller, and any renewals, extensions, amendments or modifications thereof.

 

(g)          Claims and Causes of Action. Rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty, or a contract obligation to complete improvements, make repairs, or deliver services to the Property.

 

(h)          Intellectual Property. Seller shall grant a cost-free limited license in the form attached hereto as Exhibit N (the “Intellectual Property License”), to use the name “Gables of Hudson” and all trade names, trademarks, service marks, copyrights, patents, jingles, slogans, symbols, logos, inventions, computer software, operating manuals, designs, drawings, plans and specifications, marketing brochures, logos, symbols, trademarks and web sites, or other proprietary material, process, trade secret or trade right used by Seller or its Affiliates in the operation of the Property.

 

2.2         Assumption of Liabilities.

 

(a)          Reserved.

 

(b)          Any Property Agreements assumed by Buyer and any Licenses transferred to Buyer, Buyer is assuming no liabilities attributable to the operation or ownership of the Property which accrued or occurred on or prior to the Closing, all of which Seller shall pay, discharge and perform when due. Specifically, without limiting the foregoing, Buyer shall not assume (i) any claim, action, suit, or proceeding pending as of the Closing or any subsequent claim, action, suit, or proceeding arising out of or relating to any event occurring prior to Closing, with respect to the manner in which Seller conducted its businesses on or prior to the Closing (ii) any liability for Taxes other than real property taxes from and after Closing, or (iii) any liability under any Property Agreements, except for the Assumed Obligations listed in Schedule 2.2(c).

 

(c)          Buyer acknowledges that, effective as of the Closing, Buyer shall assume and undertake to pay, discharge, and perform only the liabilities and obligations of Seller under the Property Agreements and Licenses listed in Schedule 2.2(c) (but not the Property Agreements which are entered into after the Effective Date hereof not in compliance with this Agreement or Property Agreements for which consents to the assignment thereof to the Buyer hereunder have not been obtained as of the Closing), to the extent such liabilities and obligations arise during and relate to any period from and after the Closing (collectively, the “Assumed Obligations”).

 

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2.3           Purchase Price. The purchase price for the Property shall be an amount equal to SIXTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 U.S. DOLLARS ($16,750,000.00), (the “Purchase Price”), plus or minus (whichever is applicable) the Adjustment Amount, and shall be paid by Buyer to Seller at Closing in cash via wire transfer of immediately available funds. Buyer and Seller have agreed upon an allocation of the Purchase Price for local, state and federal tax purposes as shown on Schedule 2.3; provided, however, the parties may amend the agreed upon allocation of the Purchase Price in the event an appraisal obtained prior to Closing reflects an allocation which differs by more than ten percent (10%) in any respect from the allocation set forth on Schedule 2.3. The Purchase Price may also be adjusted subsequent to Closing pursuant to the terms of the Earnout Agreement.

 

2.4           Earnest Money Deposit. On the Effective Date, Buyer shall deposit EIGHTY THOUSAND AND NO/100 U.S. DOLLARS ($80,000.00), and, upon the expiration of the Due Diligence Period, so long as Buyer has not terminated this Agreement, an additional EIGHTY THOUSAND AND NO/100 U.S. DOLLARS ($80,000.00) (the “Earnest Money Deposit”) with Escrow Agent. The Earnest Money Deposit will be refunded to Buyer if Buyer terminates this Agreement prior to the expiration of the Due Diligence Period as permitted under Section 11.1(a). After the expiration of the Due Diligence Period, the Earnest Money Deposit will be non-refundable to Buyer and will be paid to Seller if this Agreement is terminated for any reason other than Buyer's termination of this Agreement under Section 6.2, Section 11.1(b), Section 11.1(c), Section 11.1(e), Section 11.1(f) , or Section 11.2(a)(i). Upon Closing, the Earnest Money Deposit shall be applied to the Purchase Price.

 

2.5         Adjustment of Purchase Price.

 

(a)          All income and expenses (including prepaid expenses) of the Property shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the date (the “Proration Date”) immediately preceding the Closing. Such items to be prorated shall include, without limitation:

 

(i)Payments under Assumed Obligations;

 

(ii)The amount of Accrued Employee Benefits;

 

(iii)Utility charges, if any, based on utility charges for the month immediately preceding the Closing;

 

(iv)Real property taxes, which for the year 2014 shall be pro-rated based upon the actual 2014 tax amounts, if available, and if not, available, then upon the estimated assessed value of $16,750,000 for 2014 and applying either (a) the 2014 tax rate, or (b) to the extent the 2014 tax rate is unavailable, the 2013 tax rate. Should actual taxes for the current year vary from estimated taxes, each party shall have the right to demand and receive from the other a re-proration of taxes and reimbursement for the prorated amount or variation thereof up to one (1) year after Closing; and

 

Buyer and Seller shall prepare a proposed schedule (the “Proration Schedule”) prior to Closing, that shall include the items listed above and any other applicable income and expenses with regard to the Property. Seller and Buyer will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (2) business days prior to Closing.

 

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(b)          Any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be either paid to Seller or, if assigned to Buyer, Seller shall receive a credit at Closing for any such deposits.

 

(c)          With respect to any amounts held by Seller in a resident escrow or trust account under any Property Agreement, at or promptly following Closing, Seller shall return the same to the depositor thereof (to the extent the amounts held in any such accounts have not been applied against amounts owing by the depositor thereof in accordance with the terms of the applicable Property Agreement). With respect to any cash security or other deposits actually held by Seller pursuant to the Property Agreements (i.e., other than amounts held in a resident escrow or trust account), at Closing Seller shall credit Buyer for all such deposits (to the extent such security or other deposits have not been applied against delinquent amounts owing under such Property Agreements as provided therein).

 

(d)          Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from a tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Buyer shall forward such payment to Seller. To the extent not prorated as of Closing, payments received by Seller shall be first applied by Buyer and Seller to those amounts which were billed first.

 

(e)          Buyer shall receive all income from and shall be responsible for all expenses of the Property attributable to the period from and after the Proration Date, unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and after the Proration Date, Seller shall forward such payment to Buyer.

 

(f)          The parties agree that any amounts that may become due under this Section 2.5 shall be paid at Closing as can best be determined (such amount, the “Preliminary Adjustment Amount”). A post-Closing reconciliation of pro-rated items shall be made by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.5 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Any amounts due under this Section 2.5 after the Closing shall be referred to as the “Post-Closing Adjustment Amounts”. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation.

 

(g)          Buyer shall receive a credit towards the Purchase Price for the Accrued Employee Benefits and any other obligations as otherwise expressly agreed by the Buyer and Seller.

 

(h)          This Section 2.5 shall survive the Closing.

 

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2.6         Escrow Agent.

 

(a)          By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder with each Buyer and Seller being responsible for ½ of the amounts due Escrow Agent unless due to the default of one particular party under this Agreement, in which case all of the out-of-pocket costs shall be attributable to the Party at fault. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of Ohio. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

 

(b)          The Escrow Agent may resign upon written notice to the Seller and Buyer. If a successor escrow agent is not appointed by the Seller and Buyer within this thirty (30) day period, the Escrow Agent may, but shall have no duty to, petition a court of competent jurisdiction to name a successor. If no successor escrow agent is appointed within thirty (30) days after such written notice, the Escrow Agent may withhold performance by it pursuant to Section 2.6(a) until such time as a successor escrow agent is appointed and, at such time, the Escrow Agent shall deliver the Escrowed Funds or other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer.

 

(c)          The Escrow Agent may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Agent.

 

(d)          This Section 2.6 shall survive the Closing or the expiration or any termination of this Agreement.

 

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ARTICLE III

DUE DILIGENCE PERIOD

 

3.1           Due Diligence Period. During the Due Diligence Period, Buyer shall have the right to a complete physical inspection of the Property as the Buyer deems appropriate to review and evaluate the Property, the nature and extent of the Property, and operations of the Property, and all rights and liabilities related thereto and shall provide Phil Daetwyler (or such other person as may be designated by Seller) at least two (2) business days’ notice of each and every inspection, Property Agreement correspondence, license application, transfer or assignment (the “Due Diligence Coordination Notice”). Buyer acknowledges that Seller desires to keep the sale and terms of the sale confidential and out of the knowledge of certain of its employees until Closing. In consideration of the execution of this Agreement, Seller agrees to cause to be provided to or made available to Buyer, at no cost to Buyer, all items requested on the attached Exhibit B, via electronic mail submission or electronic data room, in an electronic format from which Buyer can generate an accurate and complete paper copy that is both legible and suitable for inspection and review. Buyer may request that other items be provided by Seller in addition to those specifically listed in Exhibit B, which items shall be mutually agreed upon by the Buyer and Seller in their reasonable discretion. During the Due Diligence Period, Buyer shall have reasonable access to the Property at all reasonable times during normal business hours for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that, (a) Buyer will give Seller prior notice of any such inspection or test in accordance with the Due Diligence Coordination Notice and (b) all such tests shall be conducted by Buyer in compliance with Buyer’s responsibilities set forth in Section 3.2 below. In the course of its investigation of the Property, Buyer may make inquiries to third parties such as Existing Manager, parties to Property Agreements and municipal, local and other government officials and representatives; provided that Buyer shall not contact any parties to Property Agreements (other than the applicable Seller or the Existing Manager) without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer may contact and file permit applications with any governmental authorities required to obtain the permits and approvals described in Section 7.8(a) hereof subject to the Due Diligence Coordination Notice. Seller shall cooperate with Buyer’s due diligence during normal business hours so long as Buyer conducts such due diligence during normal business hours and is not disruptive to the operation of Seller’s business at the Property.

 

3.2           Buyer’s Responsibilities. In conducting any inspections, investigations or tests of the Property, Buyer shall (i) not unreasonably disturb the tenants or interfere with their use of the Property; (ii) not materially or unreasonably interfere with the operation and maintenance of the Property; (iii) not materially damage any part of the Property or any personal property owned or held by any tenant or any third party; (iv) not injure or otherwise cause bodily harm to Seller or its agents, guests, invitees, contractors and employees or any tenants or their guests or invitees; (v) comply in all material respects with all Applicable Laws; and (vi) not permit any Liens to attach to the Property by reason of the exercise of its rights hereunder.

 

3.3           Title Commitment. Within five (5) days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer.

 

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If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, (y) all Taxes due and payable, and (z) all judgments against the Seller which may constitute a Lien.

 

All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

 

3.4           Continuing Diligence and Inspection Rights. Following the expiration of the Due Diligence Period, and prior to the Closing or any earlier termination of this Agreement, at reasonable times and upon reasonable notice, Buyer or Buyer’s agent(s), consultants, or other retained professionals shall have the right, at Buyer’s expense, to perform or complete such further inspections and assessments of the Property as Buyer deems necessary or desirable to comply with Buyer’s internal requirements or the requirements of Buyer’s lenders, investors, or members, including, without limitation, further inspection of environmental and structural aspects, assessments of the compliance of the Property with all Applicable Laws, and customary pre-closing walk-throughs. Notwithstanding the foregoing, all such inspections and assessments by Buyer shall be subject to the terms and conditions of Section 3.2 above and shall not extend Buyer’s rights to terminate this Agreement pursuant to Section 11.1(a) hereof.

 

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller represents and warrants to Buyer as of the Effective Date and as of the Closing as follows:

 

4.1           Organization; Good Standing. Seller is validly existing and in good standing under the laws of the State of Ohio, with all requisite company power and authority to carry on its business in the manner and in the location in which such business has been and is now being conducted, to execute and deliver this Agreement, and to perform its obligations hereunder. Seller has the full right, power and authority and has obtained any and all consents required to enter into this Agreement, all of the documents to be delivered by Seller at the Closing and to consummate or cause to be consummated the transactions contemplated hereby.

 

4.2           Consent of Third Parties. Except as otherwise set forth on Schedule 4.2, no consent or approval of any third party is required as a condition to the entering into, material performance or material delivery of this Agreement by Seller other than such consent as has been previously obtained or will be obtained as of Closing.

 

4.3           Authority; Enforceability. The execution and delivery of this Agreement has been duly authorized by Seller, and this Agreement constitutes the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms.

 

4.4           Absence of Conflicts. Subject to obtaining the consents and approvals as described on Schedule 4.2, neither the execution, delivery or performance of this Agreement will (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate, or accelerate any obligation under, the provisions of the articles of organization or operating agreement of Seller and/or its Affiliates, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Seller and/or its Affiliates is bound or affected, the Property Agreements or any Applicable Law.

 

4.5           No Judgments. Except as set forth on Schedule 4.5, there are no judgments presently outstanding and unsatisfied against the Property, the Seller or any of Seller’s assets.

 

4.6           No Governmental Approvals. Other than any Licenses that will be received by, transferred to or assigned to Buyer at or before closing, no material order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with the execution, delivery and performance by Seller of this Agreement or the taking of any action contemplated by this Agreement which has not been obtained and such failure would have a material adverse effect on the Buyer or the Property.

 

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4.7           Insurance. Schedule 4.7 sets forth an accurate summary of all general liability, fire, theft, professional liability and other insurance maintained with respect to the Property, currently and for the last three (3) years. Neither Seller, nor to Seller’s Knowledge, Existing Manager has taken any action or failed to act in a manner, including the failure of Seller or Existing Manager to give any notice or information, which would limit or impair the rights of Seller or Existing Manager under such insurance policies. Seller shall provide Buyer with current loss runs within fifteen (15) days after the end of each month from the Effective Date until the Closing. Prior to Closing Seller will promptly notify Buyer of any potential losses or claims that may be covered by the insurance.

 

4.8           Litigation. Except as set forth on Schedule 4.8, there is no pending or, to Seller’s Knowledge, considered or threatened judgment, litigation, proceeding, investigation or inquiry (by any person, governmental or quasi-governmental agency or authority or otherwise) to which Seller or the Property is a party, including without limitation, litigation brought by Seller against any third party.

 

4.9           Compliance with Laws. The Property has been constructed and has been and is presently used and operated in compliance in all respects with, and in no way in violation of, any Applicable Laws affecting the Property or any part thereof. Neither the Seller nor the Existing Manager has received notice of any violation of any Applicable Laws.

 

4.10         Environmental Matters. Except for any biohazards which have been handled and disposed of in accordance with the Laws, to Sellers’ Knowledge neither Seller nor Existing Manager has generated, stored or disposed of any hazardous substance at or on the Property, and other than any condition which may have been previously disclosed to Seller and included in any Phase I or Phase II tests conducted by Seller prior to the Purchase of the Real Property, Seller has no Knowledge of any previous or present generation, storage, disposal or existence of any hazardous substance at or on the Property other than in accordance with all Applicable Laws. The term “hazardous substance” shall mean “hazardous waste,” “toxic substances,” “petroleum products,” “pollutants,” or other similar or related terms as defined or used from time to time in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) (42 U.S.C. §§ 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6921, et seq.), similar state laws, and regulations (the “Environmental Laws”) adopted thereunder. Neither Seller, nor, to Seller’s Knowledge, Existing Manager, has filed or been required to file any notice reporting a release of any hazardous substance into the environment, and no notice pursuant to Section 103(a) or (c) of the CERCLA, 42 U.S.C. § 9601, et seq. or any other Environmental Law has been or was required to be filed. Neither Seller, nor, to Seller’s Knowledge, Existing Manager, has received any notice letter under any Environmental Law or any notice or claim, and there is no investigation pending, contemplated, or to Seller’s Knowledge threatened, to the effect that Seller or Existing Manager is or may be liable for or as a result of the release or threatened release of hazardous substance into the environment or for the suspected unlawful presence of any hazardous waste on the Property.

 

4.11         Assessments. Except as may be disclosed in the Title Commitment, to Sellers’ Knowledge there are no special or other assessments for public improvements or otherwise now affecting the Property, now pending or threatened special assessments affecting the Property, and no contemplated improvements affecting the Property that may result in special assessments affecting the Property.

 

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4.12         Property Agreements. The Property Agreements listed on Exhibit C hereto are in full force and effect and are all of the agreements relating to or affecting the Property. Seller is not in default of any of its obligations under any of the Property Agreements, and Seller has no Knowledge of any default on the part of any other party thereto.

 

4.13         Licenses. Exhibit D attached hereto is a true and complete list of all Licenses held by the Seller. The Licenses listed on Exhibit D are valid and no material violations exist with respect to such Licenses. No other Licenses are required to be held by the Seller for the lawful ownership, use, occupancy, operation and maintenance of the Property as an assisted living and memory care facility. No applications, complaints or proceedings are pending or, to the Knowledge of Seller, contemplated or threatened which may (i) result in the revocation, modification, non-renewal or suspension of any License or of the denial of any pending applications, (ii) the issuance of any cease and desist order, or (iii) the imposition of any fines, forfeitures, or other administrative actions with respect to the Property or its operation. A list of all unsatisfied or otherwise outstanding citations with respect to the Property or its operation is shown on Exhibit H.

 

4.14         Resident Agreements. Except as otherwise noted on Schedule 4.14, the rent roll attached hereto as Exhibit F (the “Rent Roll”) is true and complete, and no Resident Agreement currently in effect with respect to the Property contains any material financial concession from the standard form of Resident Agreement for the Property attached hereto as Exhibit G. Seller is not in default under any of its material obligations under any Resident Agreement or any lease, and, except as set forth on the Rent Roll, Seller has no Knowledge of any material default on the part of any other party thereto. All of the Resident Agreements identified on the Rent Roll are currently in full force and effect as of the date of the Rent Roll.

 

4.15         Medicare; Medicaid. No portion of the income from any Property is attributable to Medicare, Medicaid or any public or private third party payor or other program, except for certain payment from private insurers pursuant to long-term care policies. All billing practices of Seller and Existing Manager with respect to private insurance companies have been in compliance with all Applicable Laws.

 

4.16         Condemnation. Neither Seller nor Existing Manager has received any written notice of any pending or contemplated condemnation, eminent domain or similar proceeding, with respect to all or any portion of the Property.

 

4.17         Condition of Property.

 

(a)          Real Property. Except as described on Schedule 4.17, with regard to the Property, to Seller’s Knowledge: (i) there are no material structural defects, (ii) there is no insect or rodent infestation, (iii) the roof is free of leaks, (iv) there are no leaks in the foundation, (v) there are no toxic mold or mold-related problems, and (vi) all mechanical and utility systems servicing the Real Property are in good condition and proper working order, free of material defects and in substantial compliance with all Applicable Laws.

 

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(b)          Personal Property. Except as described on Schedule 4.17: (i) the Personal Property comprises all material assets, rights or property used in the operation of the assisted living facility located on the Real Property and constitutes all of the personal property used or required for the operation of the Property as an assisted living facility, and (ii) to Seller’s Knowledge all of the Personal Property is in good condition, working order and repair (ordinary wear and tear excepted).

 

(c)          Intellectual Property. Except as described on Schedule 4.17, to Sellers’ Knowledge the Intellectual Property comprises all material assets, rights or property used in operation of the operation of the assisted living facility located on the Real Property and constitutes all the intellectual property used for the operation of the Property as an assisted living facility.

 

4.18         Independent Property. Except as described on Schedule 4.18,to Sellers’ Knowledge the Property is an independent unit which does not rely on facilities (other than facilities of public utility, sewer and water companies) located on any property not included in the Property (i) to fulfill any zoning, building code, or other municipal or governmental requirement, or (ii) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to, electric, plumbing, mechanical, heating, ventilating and air conditioning systems. No building or other improvements not included in the Property relies on any part of the Property to fulfill any zoning, building code, or other municipal or governmental requirement or for structural support or the furnishing of any essential building systems or utilities.

 

4.19         Full Disclosure. To Sellers’ Knowledge none of the representations or warranties in this Agreement by Seller, any descriptive information concerning the Property set forth in this Agreement, or any Schedule or Exhibit attached hereto and referenced herein contains any untrue statement of a fact or omits to state a fact necessary to make the statements of fact contained therein not misleading.

 

4.20         Financial Statements. The following documents attached hereto as Exhibit E, and to be provided again at Closing, are substantially true, complete and correct in all material respects: (i) detailed operating statements for Seller’s period of ownership of the Facility; and (ii) current accounts receivable.

 

4.21         Zoning. Except as provided on Schedule 4.21, to Seller’s Knowledge the current use of the Property is permitted under the applicable municipal zoning ordinances, or special exceptions, variances, or conditions thereto, and the Property complies, to the extent required (including any waiver or grandfathering), with all conditions, restrictions and requirements of such zoning ordinances and all amendments thereto.

 

4.22         FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the Regulations issued thereunder.

 

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4.23         Interests; Title. Except as described on Schedule 4.23, Seller owns one hundred percent (100%) of the ownership interest in the Property, free and clear of all Liens except Permitted Exceptions and Permitted Liens. There are no outstanding options or other rights to purchase or otherwise acquire any ownership interest in the Property.

 

4.24         Title Encumbrances. Except as described on Schedule 4.24, Seller is not in default under any of its material obligations under any recorded agreement, easement or instrument encumbering title to the Property, and Seller has no Knowledge of any material default on the part of any other party thereto.

 

4.25         Affordable Housing Units. To Seller’s Knowledge, no bedroom or unit in the Property is leased or reserved for lease as an affordable housing unit or for low- or moderate-income residents. The Property is not required to lease or reserve any unit or bedroom as an affordable housing unit or bedroom or for low-income or moderate-income residents pursuant to a presently existing agreement or Applicable Law.

 

4.26         No New Survey Matters. Since the dates of the most recent surveys for the Real Property (complete and accurate copies of which have been or will be provided to Buyer, to Seller’s Knowledge no new survey matters have arisen in connection with the Real Property which would otherwise be required under the applicable ALTA/ACSM standards to be shown thereon.

 

4.27         Loans. Except as otherwise described on Schedule 4.27, there are no loans secured by the Property.

 

4.28         Patriot Act Compliance. To the extent applicable to Seller, to Seller’s Knowledge Seller has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) and the regulations promulgated thereunder, and the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), to the extent such laws are applicable to Seller. Seller is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, nor is it a resident in, or organized or chartered under the laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

 

4.29         Broker’s or Finder’s Fees. Except as provided on Schedule 4.29, no agent, broker, investment banker or other person or firm acting on behalf of or under the authority of Seller or any Affiliate of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated by this Agreement. This Section 4.29 shall survive the Closing or the expiration or any termination of this Agreement.

 

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4.30         Insolvency. Neither Seller nor any of its Affiliates have, and to Seller’s Knowledge, Existing Manager has not (i) commenced a voluntary case or had entered against them a petition for relief under any Applicable Law relative to bankruptcy, insolvency, or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or similar official in any federal, state or foreign judicial or non-judicial proceeding to hold, administer, and/or liquidate all or substantially all of their respective assets, (iii) had filed against them any involuntary petition seeking relief under any Applicable Law relative to bankruptcy, insolvency, or other relief to debtors which involuntary petition is not dismissed within sixty (60) days, or (iv) made a general assignment for the benefit of creditors.

 

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

 

Buyer represents and warrants to Seller as of the Effective Date and as of the Closing as follows:

 

5.1           Organization and Good Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power to own, operate, and lease the Property and carry on business as it is now being conducted and as the same will be conducted following the Closing.

 

5.2           Authorization and Binding Effect of Documents. The execution and delivery of this Agreement has been duly authorized by Buyer, and this Agreement constitutes the valid and binding obligation and agreement of Buyer, enforceable in accordance with its terms (subject to the effect of bankruptcy, insolvency fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally, and to limitations imposed by general principles of equity, whether applied by a court of law or of equity).

 

5.3           Absence of Conflicts. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, will (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate, or accelerate any obligation under, the provisions of the articles of organization or operating agreement of Buyer and/or its Affiliates, any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Buyer and/or its Affiliates is bound or affected, or any Applicable Law to which Buyer and/or its Affiliates is subject.

 

5.4           Consents. The execution, delivery and performance by Buyer and/or its Affiliates of this Agreement and the other Documents, and consummation by Buyer and/or its Affiliates of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance or other action by or notice or declaration to, or filing with, any court or administrative or other governmental body, or the consent, waiver or approval of any other person or entity, excluding consents that Seller is obligated to obtain under Section 7.13 below.

 

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5.5           Patriot Act Compliance. To the extent applicable to Buyer, to Buyer’s actual knowledge upon reasonable inquiry, Buyer has complied in all material respects with the Patriot Act and the regulations promulgated thereunder, and the rules and regulations administered by OFAC, to the extent such laws are applicable to Buyer. Buyer is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, nor is it a resident in, or organized or chartered under the laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur.

 

5.6           Broker’s or Finder’s Fees. No agent, broker, investment banker, or other person or firm acting on behalf of Buyer or any of its Affiliates or under its authority, is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement. This Section 5.6 shall survive the Closing or the expiration or any termination of this Agreement.

 

ARTICLE VI
OTHER COVENANTS

 

6.1           Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller, its Affiliates and Existing Manager shall:

 

(a)          Operate the Property in the ordinary course of business, including (i) incurring expenses consistent with the past practices and in accordance with the duties of Seller under this Agreement, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors, and (iii) maintaining the Licenses listed on Exhibit D.

 

(b)          Operate the Property and otherwise materially conduct business in accordance with the terms or conditions of the Licenses listed on Exhibit D, all Applicable Laws having jurisdiction over any aspect of the operation of the Property and all applicable insurance requirements.

 

(c)          Maintain the books and records for the Property.

 

(d)          Timely comply in all material respects with the Property Agreements.

 

(e)          Not sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property in whole or in part, except to residents of the facility in the ordinary course of business using a form of resident agreement agreed upon by Seller and Buyer.

 

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(f)          Take commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and repair, except for ordinary wear and tear, in a manner consistent with past practices.

 

(g)          Perform all covenants, terms, and conditions and make all payments in a timely fashion, under any loans listed on Schedule 4.27.

 

(h)          Not amend or modify the Property Agreements or take or fail to take any action thereunder outside the ordinary course of Seller’s business.

 

(i)          Subject to Section 12.16 below, not make any alterations or improvements to the Property or make any capital expenditure with respect to the Property in excess of ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($100,000.00) other than those that are required by Applicable Law or that are necessary to preserve the coverage under or comply with the terms of any insurance policy with respect to the Property.

 

(j)          Not enter into any agreement which calls for annual payments in excess of FIFTY THOUSAND AND NO/100 U.S. DOLLARS ($50,000.00) or for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (60) days prior written notice without the payment of any termination fee or penalty payment, unless otherwise approved in writing by Buyer.

 

(k)          Provide the Buyer with a current Rent Roll on the first day of each month.

 

6.2           Notification of Certain Matters. Seller shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to Seller (each, a “Notice Letter”), of (i) the occurrence, or failure to occur, of any event that would be likely to cause any of its respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing, and (ii) any failure to comply with or satisfy, in any material respect, any covenant, condition, or agreement to be complied with or satisfied under this Agreement. Upon receipt of a Notice Letter by Buyer pursuant to this Section 6.2, Buyer shall be entitled to terminate this Agreement by providing written notice to Sellers and Escrow Agent within ten (10) days after receipt of the Notice Letter. In the event this Agreement is terminated pursuant to this Section 6.2, the Earnest Money Deposit shall be refunded to Buyer, whereupon, except as provided for herein, this Agreement and all rights and obligations of the parties hereunder shall be null and void. If the Closing still occurs after Buyer’s receipt of the Notice Letter, then Buyer shall be deemed to have waived any claim hereunder with respect to the matter discussed in such Notice Letter. If, prior to Closing, either Buyer or Seller obtains Knowledge of any matter that causes the representations or warranties of the other party contained in this Agreement to be untrue or inaccurate in any material respect, such party shall promptly notify the other party thereof in writing.

 

6.3           Title; Additional Documents. At the Closing, Seller shall transfer and convey to Buyer good and indefeasible fee simple title to the Property, free and clear of any Liens except Permitted Exceptions and Permitted Liens. At the Closing, all warranties and guaranties, to the extent assignable or transferable, relating to the Property shall be transferred by Seller to and shall be held and owned by Buyer. Except for the representations, warranties and obligations of Seller provided in this Agreement, at Closing, Seller is transferring the Property to Buyer “As-Is-Where-Is” and with all faults.

 

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6.4           Other Consents. Seller shall obtain the material consents or waivers to the transactions contemplated by this Agreement required under the Property Agreements.

 

6.5           Inspection and Access. Seller shall, commencing on the Effective Date of this Agreement, open the assets, books, accounting records, correspondence and files of Seller (to the extent related to the operation of the Property) for examination by Buyer, its officers, attorneys, accountants and agents, with the right to make copies of such books, records and files or extracts therefrom. Subject to the Due Diligence Coordination Notice, such access will be available to Buyer during normal business hours, upon notice, in such manner as will not unreasonably interfere with the conduct of the business of the Property. Seller will make available to Buyer such additional data and other available information regarding the Property as Buyer may reasonably request. Those books, records and files which relate to the Property that are not transferred to Buyer shall be preserved and maintained by Seller for two (2) years after the Closing, or such greater amount of time required by Applicable Law, and those books, records and files relating to the Property the possession of which is being transferred to Buyer hereunder shall be maintained and preserved by Buyer for a period of two (2) years after the Closing, or such greater amount of time required by Applicable Law.

 

6.6           Confidentiality.

 

(a)          Confidential Information. Any and all nonpublic information, documents, and instruments delivered to Buyer by Seller or its agents or Affiliates and any and all nonpublic information, documents, and instruments delivered to Seller by Buyer or its agents or Affiliates, including, without limitation, this Agreement, the Documents and all agreements referenced herein, are of a confidential and proprietary nature. Buyer and Seller agree that prior to Closing, each will maintain the confidentiality of all such confidential information, documents or instruments delivered to each by the other party or its agents in connection with the negotiation of, or in compliance with, this Agreement, and only disclose such information, documents, and instruments to their duly authorized officers, directors, representatives and agents, or as otherwise required by Applicable Law. Buyer and Seller further agree that if the transactions contemplated hereby are not consummated and this Agreement is terminated, each will return all such documents and instruments and all copies thereof in their possession to the other party. This Section 6.6(a) shall only survive Closing as to Seller (and not Buyer) but shall survive as to both Seller and Buyer in the event this Agreement is terminated prior to Closing.

 

(b)          Confidentiality of Agreement. Seller and Buyer will not disclose the terms or existence of this Agreement to any third party without the prior written consent of the other party or its agents, except that Seller and Buyer may disclose such terms to their respective attorneys, accountants, consultants, engineers, other advisers, members, shareholders, lenders, the Buyer’s potential investors or lenders, and as required by Applicable Law or by Section 7.10 without such prior written consent. This Section 6.6(b) shall survive Closing and shall survive in the event this Agreement is terminated prior to Closing with respect to the Seller.

 

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(c)          Permitted Uses of Information. Notwithstanding the forgoing, nothing in this Section 6.6 shall prevent the Buyer from making any disclosure regarding this Agreement to the Securities and Exchange Commission (the “SEC”) necessary to comply with any reporting, disclosure, or filing requirements imposed upon the Buyer by the SEC.

 

(d)          Irreparable Harm. Seller and Buyer recognize that any breach of this Section 6.6 would result in irreparable harm to the other party; therefore, the Seller or the Buyer shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of proving actual damages or posting a bond, cash or otherwise, in addition to all of other legal and equitable remedies.

 

6.7           Publicity. Seller agrees that no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of Buyer, except as required by Applicable Law.

 

6.8           Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to satisfy any condition for which such party is responsible hereunder and to consummate and make effective as soon as practicable the transactions contemplated by this Agreement.

 

6.9           Reports. Seller shall file on a current and timely basis until the Closing, all reports and documents required to be filed with respect to the Licenses. True and complete copies of all such reports filed as of the Effective Date and continuing through the Closing shall be promptly supplied to Buyer by Seller.

 

6.10         Post-Closing Obligations of Seller. Following Closing, at no out-of-pocket cost to Seller, Seller shall use, and shall cause Seller’s Affiliates to use, reasonable diligent efforts to cooperate with Buyer and its Affiliates to (a) confirm that all Licenses are obtained and held by the proper entity for operation of the Property, and (b) to the extent not previously transferred to Buyer, to provide any records in Seller’s custody or control which may be requested of Buyer by any authorized governmental agency. Further, upon Buyer’s request, for a period of one (1) year after Closing, Seller shall make the operating statements and any and all books, records, correspondence, financial data, leases, delinquency reports and all other documents and matters maintained by Seller or its agents and relating to receipts and expenditures pertaining to the Property for the three (3) most recent full calendar years and the current calendar year (collectively, the “Records”) available to Buyer for inspection, copying and audit by Buyer's designated accountants, and at Buyer's expense. This Section 6.10 shall survive the Closing.

 

6.11         No Other Representations or Warranties.

 

(a)          Buyer agrees that, except for the representations and warranties made by Seller and expressly set forth in this Agreement, neither the Seller nor any of its Affiliates or its respective representatives have made (and shall not be construed as having made) to Buyer or any representatives thereof any representation or warranty of any kind.

 

(b)          Seller agrees that, except for the representations and warranties made by Buyer and expressly set forth in this Agreement, neither Buyer nor any of its Affiliates or its representatives have made (and shall not be construed as having made) to Seller or to any of Seller’s Affiliates or any respective representatives thereof any representation or warranty of any kind.

 

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6.12         Noncompetition. After the Closing, Seller and Seller’s Affiliates shall not directly or indirectly (unless acting in accordance with Buyer’s written consent) own, manage, operate, finance or participate in the ownership, management, operation or financing of, or permit its name to be used by or in connection with, any “competitive business or enterprise” located within a ten (10) mile radius of the Real Property for a period of five (5) years following the Closing Date. For purposes of this Section 6.12, the term “competitive business or enterprise” shall mean a nursing home, memory care facility, independent living facility, or assisted living facility. This Section 6.12 shall survive Closing.

 

6.13         Exclusivity. From and after the Effective Date, Seller shall not take any action, directly or indirectly, to encourage, initiate or engage or participate in discussions or negotiations with, or provide any information to, any party, other than Buyer, concerning a potential transaction involving the purchase and sale of the Property, the purchase and sale of all or substantially all of the ownership interest of Seller, or any transaction similar to the foregoing. The provisions of this Section 6.13 shall not survive the termination or Closing of this Agreement.

 

ARTICLE VII
CONDITIONS PRECEDENT TO THE
OBLIGATION OF BUYER TO CLOSE

 

Buyer’s obligation to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Buyer in writing:

 

7.1           Accuracy of Representations and Warranties; Closing Certificate. Except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer, each of the representations and warranties made by Seller in this Agreement or in any certificate delivered pursuant to Section 9.2 that is qualified as to knowledge or materiality shall be true and correct in all respects when made and shall be true and correct in all respects at and as of the Closing as though such representations and warranties were made or given on and as of the Closing, and each of such representations and warranties that is not qualified as to knowledge or materiality shall be true and correct when made and shall be true and correct in all material respects at and as of the Closing as though such representations and warranties were made or given on and as of the Closing. For purposes of determining whether the representations and warranties made by the Seller pursuant to this Agreement are true and correct at and as of the Closing, the Schedules and Exhibits shall be deemed to include only that information contained therein on the date such Schedules and Exhibits are acknowledged pursuant to Section 12.13 and, and shall be deemed to exclude any information disclosed to Buyer pursuant to Section 6.2 or otherwise.

 

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7.2           Performance of Agreement. Seller and its Affiliates shall have performed in all material respects all of their covenants, agreements and obligations required by this Agreement to be performed or complied with by them prior to or upon the Closing.

 

7.3           No Material and Adverse Change. No change or development shall have occurred which has or is likely to materially and adversely affect the Property, its use or its value.

 

7.4           [Reserved.]

 

7.5           [Reserved.]

 

7.6           Title Insurance and Survey.

 

(a)          In the event (x) the Agreed Upon Title Defects specified are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (a) prior to five (5) days following the date of such Title Notice), Buyer shall have the option to:

 

(i)          accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement;

 

(ii)         pay any amount necessary, not to exceed $200,000, to cure the Agreed Upon Title Defect or Required Cure Item(s) and deduct such amount from the Purchase Price; or

 

(iii)        by giving Seller written notice of Buyer’s election, terminate this Agreement and receive a refund of the Earnest Money Deposit, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions.

 

Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default.

 

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(b)          Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date, (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) all judgments which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof.

 

(c)          At Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period.

 

7.7           [Reserved.]

 

7.8           [Reserved.]

 

7.9           Delivery of Closing Documents. Seller shall have delivered or caused to be delivered to Buyer on the Closing each of the Documents required to be delivered pursuant to Section 9.2.

 

7.10         Licenses.

 

(a)          To the extent necessary and permitted or required by Applicable Laws, Seller shall have completed the transfer and assignment of all the Licenses listed on Exhibit D to the Post-Closing Licensee at or prior to the Closing. To the extent that any such Licenses are not transferable or assignable by Seller, the Post-Closing Licensee shall have obtained, at the Buyer’s sole cost and expense, in the Post-Closing Licensee’s own name, the Licenses, and Seller shall, and shall cause Existing Manager to, reasonably cooperate with the Post-Closing Licensee in obtaining such Licenses at or prior to Closing. The Post-Closing Licensee shall submit all necessary License applications within ten (10) business days after the Effective Date and shall thereafter diligently pursue all required Licenses. If any Licenses cannot be obtained by the Post-Closing Licensee at or prior to the Closing Date, Buyer shall have the right to extend the Closing as provided for in Section 11.2(a) for a period of ninety (90) days.

 

(b)          In the event the regulatory authorities (i) assert that there are violations and require repairs or alterations to be made to cure such violations which are, in the aggregate, greater than $5,000.00, or (ii) assess fines as a result of operational issues and require such fines to be paid prior to issuing Licenses to the Post-Closing Licensee or prior to confirming to Buyer that the Licenses are in place, no material violations exist, and the Property is in good standing, the Seller’s performance of all such required repairs and alterations at Seller’s expense and payment of any and all such fines by Seller shall be a condition to Buyer’s Closing. If any operational changes are required by such regulatory authorities as a condition to issuing Licenses, Seller’s implementing such action at Seller’s expense shall be a material obligation and condition to Closing. If Seller fails to take such foregoing actions, Buyer shall have the remedy available under Section 11.2(a).

 

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(c)          If any of the Licenses cannot be obtained by the Post-Closing Licensee at or prior to the Closing, alternative arrangements that are reasonably satisfactory to Buyer, Seller, and Tenant shall have been implemented to assure that the Post-Closing Licensee shall, to the extent permitted by Applicable Laws, rules and regulations, have the benefit of such Licenses, and Seller and the Post-Closing Licensee shall cooperate and use their respective commercially reasonable efforts to obtain the Licenses for the Post-Closing Licensee or to complete the transfer and assignment of the Licenses by Seller, whichever is applicable, as contemplated in the foregoing sentences promptly after the Closing. For example, but not by way of limitation, in the event the required Licenses have not been transferred, issued or re-issued as of the Closing with respect to the Property, as required by Applicable Law and regulations, Seller, Tenant and the Buyer shall enter into a sublease (the “Transition Period Sublease”), on terms and conditions mutually acceptable to the parties thereto in the form substantially to that attached hereto as Exhibit L, so that the Property may continue to be operated on and after the Closing pending the transfer, issuance or re-issuance of such required Licenses. This subsection shall survive the Closing until the earlier to occur of (i) the issuance of the Licenses to Buyer or Tenant, or (ii) the termination of the Transition Period Sublease, if any.

 

(d)          Sections 7.10(a) and (b) shall survive Closing.

 

7.11         Termination of Existing Leases & Management Agreements Buyer shall have received evidence from Seller, satisfactory to Buyer in its sole discretion, that the lease agreement entered into between Seller and any master tenant, and the management agreement between Seller and Existing Manager have been terminated without fee or cost to Buyer.

 

7.12         Governmental Approvals. Seller shall have obtained all authorizations, consents, orders, or approvals of, shall have made all declarations or filings with, and shall have allowed the expiration of waiting periods imposed by, any governmental agencies necessary for the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, this Section 7.11 shall not apply to the acquisition of any of the Licenses set forth in Exhibit D.

 

7.13         Third-Party Consents. Seller shall have obtained the consents to assignment, waivers and similar instruments described on Schedule 7.13 hereto, which schedule shall be agreed upon and completed by the parties prior to the expiration of the Due Diligence Period.

 

7.14         Management Agreement. On or before the Closing Date, Buyer and Existing Manager shall have entered into an agreement (the “Management Agreement”) for the continued management of the Property by Existing Manager in substantially the form attached hereto as Exhibit M.

 

ARTICLE VIII
CONDITIONS PRECEDENT TO THE
OBLIGATION OF SELLER TO CLOSE

 

The obligation of the Seller to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Seller in writing:

 

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8.1           Accuracy of Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the Effective Date and as of the Closing with the same effect as though made at such time, except for changes that are not materially adverse to Seller.

 

8.2           Performance of Agreements. Buyer shall have performed in all material respects all of its covenants, agreements, and obligations required by this Agreement and each of the other Documents to be performed or complied with by it prior to or upon the Closing.

 

8.3           Delivery of Closing Documents. Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

 

ARTICLE IX
CLOSING

 

9.1           Closing Date and Place. The Closing shall take place on the date which is the later of i) forty-five (45) days following the expiration of the Due Diligence Period, or ii) the completion of the transfer of the Licenses (the “Closing Date”). The Closing shall be accomplished by the Buyer and Seller depositing the Closing Documents into escrow with the Title Insurer and Buyer and Seller issuing their respective instructions to the Title Insurer without the need for attending in person unless the parties mutually agree otherwise.

 

9.2           Deliveries of Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer:

 

(a)          A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii) is qualified to do business in the state in which the Property is located.

 

(b)          A certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer, and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.

 

(c)          A warranty deed customary in the State of Ohio and a bill of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates) to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens.

 

(d)          A certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations promulgated pursuant to such Section.

 

(e)          A certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing.

 

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(f)          A true, correct and complete Rent Roll for the Property certified by Seller listing each resident as of the Closing, the unit, bed or room number of such resident, the amount of monthly fees to be paid by such resident, the amount of security deposit, the date of the Resident Agreement, and the expiration date of such Resident Agreement.

 

(g)          Assignments of the Property Agreements and Licenses from Seller, duly executed by Seller.

 

(h)          All third-party consents described in Section 7.13.

 

(i)          A Transition Period Sublease, if applicable, duly executed by Seller.

 

(j)          The Guaranty, duly executed by Michael Wojno, Randy Theken and Philip Maynard, in the form attached hereto as Exhibit J.

 

(k)          The Intellectual Property License, duly executed by Seller in the form attached hereto as Exhibit N.

 

(l)          The Earnout Agreement, duly executed by Seller in the form attached hereto as Exhibit K.

 

(m)          Any historical financials and any representation from Seller related to matters related thereto (including, without limitation a representation that such audited financials have been prepared in a way that accurately depicts the financial condition of the company) required to allow the Buyer to comply with any reporting, discloser, or filing requirements imposed upon the Buyer by the Securities and Exchange Commission with respect to the transactions contemplated by this Agreement. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter in substantially the form as EXHIBIT I attached hereto and made a part hereof, and (b) copies of, or access to, such factual information as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller, to enable Buyer to file any filings required by the SEC in connection with the purchase of the Property.

 

(n)          Such additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required by the Title Insurer.

 

9.3           Deliveries of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller:

 

(a)          The Purchase Price in accordance with Section 2.3, subject to the adjustments under Section 2.5.

 

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(b)          A certificate that the conditions specified in Sections 8.1 and 8.2. are satisfied as of the Closing.

 

(c)          An agreement by Buyer assuming the Assumed Obligations.

 

(d)          The Intellectual Property License, duly executed by Buyer in the form attached hereto as Exhibit N.

 

(e)          The Earnout Agreement, duly executed by Buyer in the form attached hereto as Exhibit K.

 

(f)          A governmental certificate, dated as of a date as near as practicable to the Closing, showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified to do business in the state where the Property is located.

 

(g)          A certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached) and to similar customary matters.

 

(h)          Such additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions to its obligations hereunder.

 

9.4           Closing Costs.

 

a.       Buyer shall pay all costs and fees associated with its studies and inspections related to its due diligence review and pursuit of its approvals, including survey costs, except such third party reports expressly provided by Seller to Buyer.

 

b.       Seller shall pay or Buyer shall be credited for an amount equal to all unpaid real property taxes and assessments relating to the period prior to the Closing Date. Buyer shall pay all real property taxes for the period commencing on the Closing Date.

 

c.       Buyer and Seller shall each pay (i) their respective attorneys’ fees and expenses (ii) broker fees and commissions engaged by such party, respectively, and (iii) except as set forth below, due diligence costs.

 

d.       Seller shall pay for the cost of the title search and title examination.

 

e.       Seller and Buyer shall each pay one half (1/2) of the premium for title insurance.

 

f.       Buyer shall pay the costs for any endorsements or special exceptions to the title policy.

 

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g.       Any other costs of transfer, conveyance, intangible, and documentary stamp taxes (collectively, the “Transaction Costs”) shall be allocated between Seller and Buyer and paid in accordance with customary closing cost allocations in the County and State where the Property is located.

 

ARTICLE X
INDEMNIFICATION

 

10.1         General. The rights to indemnification set forth in this ARTICLE X and the other rights described in this Agreement shall be in addition to all other rights to monetary damages that any party (or the party’s successors or permitted assigns) would otherwise have by Applicable Law in connection with the transactions contemplated by this Agreement or any other Document; provided, however, that neither party shall have the right to be compensated more than once for the same monetary damage.

 

10.2         Indemnification by Seller. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, Tenant and each of their officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any of the following:

 

(a)          Any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document; and

 

(b)          The ownership, operation or control of the Property prior to the Closing, including without limitation, any and all liabilities which relate to events occurring prior to the Closing, regardless of when they are asserted or whether such was disclosed to Buyer and regardless of whether such was a breach of any representation, warranty, or covenant by Seller, except for (i) Assumed Obligations, and (ii) obligations, indebtedness or liabilities to the extent of any Adjustment Amount credited to the Buyer.

 

(c)          Claims by any other party claiming to have represented Seller as broker or agent in connection with the transactions contemplated by this Agreement.

 

10.3         Indemnification by Buyer. From and after Closing, Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating to, arising out of or resulting from any of the following:

 

(a)          Any material breach by Buyer of any of its representations, warranties, covenants or agreements in this Agreement or any other Document; and

 

(b)          The ownership, operation or control of the Property after the Closing, including the Assumed Obligations, but excluding any obligations, indebtedness or liabilities to the extent of any Adjustment Amount credited to Seller.

 

(c)          Claims by any other party claiming to have represented Buyer as broker or agent in connection with the transactions contemplated by this Agreement.

 

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10.4         Administration of Indemnification. For purposes of administering the indemnification provisions set forth in Section 10.2 and Section 10.3, the following procedure shall apply:

 

(a)          Whenever a claim shall arise for indemnification under this ARTICLE X, the party entitled to indemnification (the “Indemnified Party”) shall give a reasonably prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.

 

(b)          In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party, provided that no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. If, however, (x) the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (y) representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one another in defending against such claim. In the case of clause (x), the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party. In the case of clause (y), the Indemnifying Party shall pay all costs of defense of both itself and the actual, reasonable, out-of-pocket costs of the Indemnified Party.

 

(c)          If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled to periodic reimbursement from the Indemnifying Party of reasonable defense expenses incurred and prompt indemnification from the Indemnifying Party in accordance with this ARTICLE X.

 

(d)          Failure or delay by an Indemnified Party to give a reasonably prompt notice of any claim shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate actual Loss or prejudice as a result of such failure or delay. Notwithstanding anything to the contrary contained herein, the parties agree that no indemnification right or obligation shall apply to the extent any such Loss or expense is paid to an Indemnified Party by an insurance company.

 

(e)          The right to pursue indemnification as set forth in Sections 10.2(a) and 10.3(a) shall survive the Closing hereunder for a period of eighteen (18) months following the Closing, and the right to pursue indemnification as set forth in all other Sections of this ARTICLE X shall survive the Closing hereunder indefinitely.

 

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(f)          Notwithstanding anything to the contrary in this Agreement, the right to pursue indemnification as set forth in this ARTICLE X shall be actionable or payable only if valid claims for Losses, if any, collectively aggregate more than TWENTY FIVE THOUSAND and No/100 U.S. Dollars ($25,000.00 (the “Floor”), provided, however, that the foregoing limitation shall not apply in the case of fraud on the part of Buyer, Seller or any of their respective Affiliates, or to any claims arising under Section 10.2(b) or Section 10.3(b) (none of which shall be limited in any manner whatsoever). In addition, Buyer agrees to concurrently seek recovery against Seller, under any insurance policies, the Title Policy and other applicable agreements, and Seller shall not be liable to Buyer to the extent Buyer’s claim is actually satisfied from any sums recovered from such insurance policies, Title Policy or other applicable agreements. FINALLY, IN NO EVENT SHALL EITHER PARTY EVER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES OTHER THAN IN THE EVENT OF FRAUD.

 

10.5         Guaranty. In order to secure the indemnities provided by Seller and other obligations of Seller provided for herein, at Closing, Michael Wojno, Randy Theken and Philip Maynard agree to provide a personal, joint and several, guaranty to Buyer in the cumulative amount of Five Hundred Thousand Dollars ($500,000) (the “Guaranty”) for a period of eighteen (18) months from the Closing in the form attached as Exhibit J to this Agreement.

 

ARTICLE XI
DEFAULT AND TERMINATION

 

11.1         Right of Termination. This Agreement may be terminated prior to Closing as follows:

 

(a)          By Buyer, in its sole and absolute discretion, at any time during the Due Diligence Period for any reason or for no reason whatsoever; or

 

(b)          By written agreement of Seller and Buyer; or

 

(c)          By Buyer if, as of the Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not been met, or as specifically provided for in Sections 6.2, 7.6, 11.2(a)(i), 12.16, and 12.17; provided, however, that nothing contained in this Section 11.1(c) shall limit Seller’s rights pursuant to 11.2 below;

 

(d)          By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have been met but the conditions in ARTICLE VIII have not been met and Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to 11.2 below; or

 

(e)          By Seller or Buyer if a court of competent jurisdiction or other governmental agency shall have issued an order, decree, or ruling or taken any other action (which order, decree, or ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable.

 

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(f)          By Buyer if Buyer obtains Knowledge of any matter that causes any representation or warranty of the Seller contained herein to be untrue or inaccurate in any material respect.

 

(g)          By Seller, if Closing has not occurred prior to March 31, 2015 and such failure to close is not due to any default of Seller;

 

(h)          In the event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the date of delivery of such written notice of termination, (ii) the Buyer and Seller shall equally share the cancellation charges, if any, of the Escrow Agent and Title Insurer, (iii) no party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Agreement, and (iv) all Escrowed Funds shall be released to the party entitled to the same in accordance with Section 2.4 hereof.

 

11.2         Remedies upon Default.

 

(a)          If Seller defaults on any of Seller’s obligations hereunder, and such default continues for ten (10) days after written notice thereof specifying such default, Buyer may serve notice in writing to the Seller in the manner provided in this Agreement, and either:

 

(i)          If specific performance is unavailable, terminate this Agreement, receive a refund of the Earnest Money Deposit and receive from Seller reimbursement of all actual and reasonable third-party, out-of-pocket expenses and due diligence costs incurred by Buyer in pursuing the transactions contemplated by this Agreement, and pursue all legal remedies available at law against Seller for Buyer’s actual damages arising from Seller’s default hereunder; or

 

(ii)         Waive any such conditions, title objections or defaults and consummate the transaction contemplated by this Agreement in the same manner as if there had been no title objections, conditions or defaults without any reduction in the Purchase Price and without any further claim against the Seller therefor and, if necessary, pursue an action for specific performance.

 

(b)          If Buyer defaults on its obligation to close this transaction, Seller’s exclusive remedy shall be to terminate this Agreement and receive the Earnest Money Deposit as liquidated damages.

 

11.3         Specific Performance. Seller specifically agrees that Buyer shall be entitled, in the event of a default by Seller, to enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement. If Buyer pursues an action for specific performance and prevails, Buyer shall not be entitled to any monetary damages, except as set forth in Section 12.14.

 

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 11.4         Obligations Upon Termination. Except as otherwise provided herein, if this Agreement is terminated, each of the parties shall bear its own costs incurred in connection with the transactions contemplated by this Agreement.

 

11.5         Termination Notice. Each notice given by a party to terminate this Agreement shall specify the Subsection of ARTICLE XI pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one Subsection of ARTICLE XI, the Subsection pursuant to which such notice is given and termination is effected shall be deemed to be the section specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified section.

 

11.6         Sole and Exclusive Remedy. Seller and Buyer each acknowledge and agree that prior to the Closing, such party’s sole and exclusive remedy with respect to any and all claims made prior to the Closing for any breach or liability under this Agreement or otherwise relating to the subject matter of this Agreement and the transactions contemplated hereby shall be solely in accordance with, and limited to, Sections 2.4, 11.1, 11.2 and 11.3. The foregoing shall in no manner limit the rights and obligations of the parties provided in ARTICLE X from and after the Closing. In addition, in no event shall the provisions of this ARTICLE XI limit the non-prevailing party’s obligation to pay the prevailing party’s attorneys’ fees and costs pursuant to Section 12.14 hereof.

 

ARTICLE XII
MISCELLANEOUS

 

12.1         Further Actions. From time to time before, at and after the Closing, each party will execute and deliver such other documents as reasonably requested by the Buyer, Seller or Escrow Agent to consummate the transactions contemplated hereby.

 

12.2         Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by facsimile (with written confirmation of receipt), by courier (including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, addressed as follows:

 

If to Seller, to: Michael G. Wojno
  450 Grant Street, Suite 220
  Akron, Ohio 44311
  Telephone: (330) 697-0853
  Facsimile:  (330) 237-0080
  E-mail: mike.wojno@wojnodevelopment.com
   
with copies to: Mark E. Krohn, Esq.
  Brouse McDowell
  388 South Main Street, Suite 500

 

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    Akron, Ohio 44311
    Telephone:(330) 697-6581
    Facsimile: (330) 253-8601
    E-mail: mkrohn@brouse.com
     
(a) If to Buyer, to: Gables of Hudson, LLC
    Attn: John Mark Ramsey
    Attn:  Spencer Smith
    189 S. Orange Ave., Suite 1700
    Orlando, Florida 32801
    Telephone:  407-999-2426
    Fax:  (407) 999-5210
     
  and: Michael A. Okaty, Esq.
    Foley & Lardner LLP
    111 N. Orange Avenue, Suite 1800
    Orlando, FL 32801
    Telephone:  407-423-7656
    Fax:  407-648-1743
    E-mail:  mokaty@foley.com

 

or such other address as a party may from time to time notify the other parties in writing (as provided above). Any such notice, demand or communication shall be deemed to have been given (i) if so sent by facsimile, upon receipt as evidenced by the sender’s written confirmation of receipt, (ii) if so mailed, as of the date delivered, and (iii) if so delivered by courier, on the date received, except that whenever under this Agreement a notice is either received on a day which is not a business day or is required to be delivered on or before a specific day which is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day.

 

12.3         Entire Agreement. This Agreement and the other Documents constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede any prior negotiations, agreements, understandings, or arrangements between the parties hereto with respect to the subject matter hereof.

 

12.4         Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or permitted assigns. Except to the extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto and any Indemnified Party and their respective successors or permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

 

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12.5         Assignment. This Agreement may not be assigned by any party prior to Closing without the written consent of the Buyer and Seller, which consent may be given or withheld in each such party’s sole and absolute discretion, except that Buyer may assign this Agreement and its rights hereunder without the consent of Seller (i) to an Affiliate of Buyer, (ii) to a partnership in which Buyer or any Affiliate of Buyer is a general partner, (iii) a limited liability company in which Buyer or any Affiliate of Buyer is a manager or managing member or (iv) any other lawful entity entitled to do business in the state in which the Property is located provided such entity is controlled by, controlling or under the common control with Buyer or any Affiliate of Buyer (each, a “Permitted Buyer-Assignee”). In the event of such an assignment to a Permitted Buyer-Assignee, Buyer shall not be released from any of its duties, covenants, obligations or representations and warranties under this Agreement and, from and after any such assignment, Buyer and such Permitted Buyer-Assignee shall be jointly and severally liable under this Agreement, and from and after any such assignment, the term “Buyer” shall be deemed to mean such Permitted Buyer-Assignee under any such assignment.

 

12.6         Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the state in which the Real Property is located without regard to its principles of conflicts of laws. Venue for any dispute shall be in Summit County, Ohio.

 

12.7         Amendments and Waivers. No term or provision of this Agreement may be amended, waived, discharged, or terminated orally, except by an instrument in writing signed by: (i) Buyer and Seller with respect to any provision contained herein; and (ii) Buyer, Seller, and Escrow Agent with respect to Section 2.6 hereof. Any waiver shall be effective only in accordance with its express terms and conditions.

 

12.8         Joint and Several. If there is more than one Seller hereunder, Seller shall be jointly and severally liable with the other Seller for performing all obligations of Seller under this Agreement.

 

12.9         Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, the parties hereto hereby waive any provision of Applicable Law now or hereafter in effect which renders any provision hereof unenforceable in any respect.

 

12.10         Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

 

12.11         Counterparts. This Agreement may be executed and accepted in one or more counterparts for the convenience of the parties, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of a counterpart hereof via facsimile transmission or by electronic mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

 

12.12         References. All references in this Agreement to Articles and Sections are to Articles and Sections contained in this Agreement unless a different document is expressly specified.

 

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12.13         Schedules and Exhibits. Each Schedule and Exhibit referred to in this Agreement shall be deemed to be attached hereto and incorporated by reference even though it may be maintained separately from this Agreement or completed after the Effective Date so long as it is acknowledged as a Schedule or an Exhibit to this Agreement by the parties hereto as of Closing. Any item disclosed hereunder (including in the Schedules and Exhibits hereto) shall be deemed disclosed for all purposes hereof irrespective of the specific representation or warranty to which it is explicitly referenced. The Schedules and Exhibits shall be prepared by Seller and mutually agreed to by the parties within five (5) business days after the Effective Date. The parties agree to cooperate and act in good faith during the preparation of such documents.

 

12.14         Attorneys’ and Expert Witness Fees. In the event either party brings an action to enforce or interpret any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery, be entitled to its costs, fees and expenses incurred in the dispute, including but not limited to reasonable attorneys’ and expert witness. For purposes of this Section 12.14, “prevailing party” shall mean, in the case of a person asserting a claim, such person is successful in obtaining substantially all of the relief sought, and in the case of a person defending against or responding to a claim, such person is successful in denying substantially all of the relief sought.

 

12.15         Reserved.

 

12.16         Casualty. The risk of any loss or damage to the Property by fire or other casualty before the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), which notice shall include a description thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing, or (ii) at the time of Closing the estimated cost of repairs as to the Property is ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance with this Agreement, and Buyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or repairs to the Property, as determined by the aforesaid independent adjuster, plus any reasonably estimated lost revenue following Closing arising from such fire or casualty; or (y) receive from Seller at Closing (I) an assignment, without representation or warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus (II) an amount equal to Seller’s insurance deductible, plus (III) a credit for the amount of any reasonably estimated lost revenue following Closing arising from such fire or casualty. If the estimated cost of repairing such damage to the Property is more than ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00), as determined by such independent adjuster, Buyer may, at its sole option: (x) terminate this Agreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after receipt of such notice described above, in which event no party shall have any further liability to the party under this Agreement; or (y) proceed to Closing as provided in this Section 12.16. In no event shall the amount of insurance proceeds assigned to Buyer under this subparagraph (plus the amount of the deductible) exceed the lesser of (i) the cost of repair or (ii) the Purchase Price. The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.

 

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12.17         Condemnation. The risk of any loss or damage to the Property by condemnation before the Closing shall continue to be borne by Seller. In the event any condemnation proceeding is commenced or threatened, Seller shall promptly give Buyer written notice thereof (in any event within five (5) days after Seller first has Knowledge of the occurrence of same), together with such reasonable details with respect thereto as to which Seller may have Knowledge. If, prior to Closing, there is a material taking by eminent domain at the Property, this Agreement shall become null and void at Buyer’s option, and upon receipt by Seller of the written notice of an election by Buyer to treat this Agreement as null and void, this Agreement shall be deemed null and void. If Buyer elects to proceed and to consummate the purchase despite said material taking, or if there is less than a material taking prior to Closing, there shall be no reduction in or abatement of the Purchase Price and Buyer shall be required to purchase the Property in accordance with the terms of this Agreement, and Seller shall assign to Buyer, without representation of warranty by or recourse against Seller, all of Seller’s right, title and interest in and to any award made or to be made in the condemnation proceeding (in which event Buyer shall have the right to participate in the adjustment and settlement of any insurance claim relating to said damage). For the purpose of this Section 12.17, the term “material” shall mean any taking of in excess of five percent (5%) of the square footage of the Property or ten percent (10%) of the Real Property associated with the Property. The parties’ obligations, if any, under this Section 12.17 shall survive the expiration or any termination of this Agreement.

 

12.18         Limited Liability. Except as it relates to the Guaranty, no past, present, or future member, partner, shareholder, director, officer of employee of any party to this Agreement shall have any liability or obligation of any nature whatsoever in connection with or under this Agreement or Document contemplated hereby or in connection with the transactions contemplated by this Agreement or any such other agreement.

 

12.19         Non-controlled Affiliates. Notwithstanding anything to the contrary provided elsewhere in this Agreement, none of the provisions of this Agreement shall in any way limit the activities of Affiliates of Buyer that are not under Buyer’s control (“Non-controlled Affiliates”), including, without limitation, Sentinel RE Investment Holdings LP (“Sentinel”) or any other Affiliates of Sentinel, KKR & Co., L.P. or KKR Financial Holdings, LLC, or the respective directors, officers, employees, equity-holders, managers, members, general or limited partners, advisors, agents or other representatives of such Non-controlled Affiliates. For purposes of this Section 12.18, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise.

 

12.20         Survival of Defined Terms. Where this Agreement provides that a term or provision shall survive the Closing or the expiration or earlier termination of this Agreement, any defined terms contained in ARTICLE I that are used in such surviving term or provision shall also survive.

 

12.21         Time of Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement.

 

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12.22         No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of the Buyer, Seller, and Escrow Agent only and are not for the benefit of any third party; and, accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

 

12.23         WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, OR ANY OTHER DOCUMENT RELATED TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. ANY PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH PARTY HERETO.

 

(The remainder of this page is intentionally left blank.)

 

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the Effective Date.

 

BUYER:   SELLER:
     
GABLES OF HUDSON, LLC,   GREAT-HUDSON, LLC, an Ohio limited
a Delaware limited liability company   liability company
     
By: /s/ John Mark Ramsey   By: /s/ Philip H. Maynard
Name: John Mark Ramsey   Name: Philip H. Maynard
Title: Authorized Signatory   Title: Authorized Representative
     
    GABLES-HUDSON, LLC, an Ohio limited liability company
     
    By: /s/ Philip H. Maynard
    Name: Philip H. Maynard
    Title: Authorized Representative
     
    ESCROW AGENT:
     
    STEWART TITLE GUARANTY COMPANY
     
    By: /s/ Joseph P Sullivan
    Name: Joseph P. Sullivan
    Title: Underwriting Counsel

 

 
 

 

Schedule 2.1(a)

Excluded Real Property

 

 
 

  

Schedule 2.2(c)
Assumed Obligations

 

 
 

  

Schedule 2.3
Purchase Price Allocation

  

Facility  Real Property   Personal Property   Other Assets Total 
The Gables of Hudson  $15,500,000   $1,250,000   $2,150,000* $ 18,900,000.00 

 

*Payment of this amount is contingent on certain terms and conditions more particularly set forth in the Earnout Agreement.

 

 
 

  

Schedule 4.2
Consents of Third Parties

 

 
 

  

Schedule 4.5
Judgments

 

 
 

  

Schedule 4.7
Seller’s Insurance

 

 
 

 

Schedule 4.8
Litigation

 

 
 

  

Schedule 4.14
Exceptions to Rent Roll

 

 
 

  

Schedule 4.17
Condition of the Property

 

 
 

  

Schedule 4.18
Independent Property

 

 
 

  

Schedule 4.23
Exceptions to Seller Ownership

 

 
 

  

Schedule 4.24
Title Encumbrances

 

 
 

  

Schedule 4.27
Loans

 

 
 

  

Schedule 4.29
Broker’s or Finder’s Fees

 

 
 

 

Schedule 7.12
Required Consents

 

None.

 

 
 

 

EXHIBIT A

Legal Description of the Property

 

A-1
 

  

EXHIBIT B

List of Required Due Diligence Items

for the Property

 

B-1
 

  

EXHIBIT C

 

List of Property Agreements

 

C-1
 

 

EXHIBIT D

List of Licenses Required for the Property

 

D-1
 

  

EXHIBIT E

Financial Statements

 

E-1
 

  

EXHIBIT F


Rent Roll

 

F-1
 

  

EXHIBIT G


Form Resident Agreement

 

G-1
 

  

EXHIBIT H


Outstanding Citations

 

H-1
 

  

EXHIBIT I

 

Form of Audit Letter

 

I-1
 

  

EXHIBIT J

 

Form of Guaranty

 

J-1
 

  

EXHIBIT K

 

Form of Earnout Agreement

 

K-1
 

  

EXHIBIT L

 

Form of Transition Period Sublease

 

L-1
 

 

EXHIBIT M

 

Form of Management Agreement

 

M-1
 

  

EXHIBIT N

 

Intellectual Property License

 

N-1

 

 EX-10.30 16 v403036_ex10-30.htm EXHIBIT 10.30

 

Exhibit 10.30

 

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

 

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is entered into as of the 22nd day of October, 2014, between GABLES OF HUDSON, LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”), and GABLES-HUDSON, LLC, and GREAT-HUDSON, LLC, each an Ohio limited liability company (together, the “Seller”).

RECITALS:

 

A.           Seller and Buyer are parties to that certain Purchase and Sale Agreement dated September 11, 2014 (the “Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, certain real property located in Hudson, Ohio, as more particularly described in the Agreement.

 

B.           Seller and Buyer desire to amend the Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

AGREEMENTS:

 

1.   Recitals, Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. Capitalized but undefined terms used in this Amendment shall have the meaning set forth in the Agreement.

 

2.   Due Diligence. The definition of the Due Diligence Period set forth in Section 1 of the Agreement is hereby amended to mean the period commencing on the Effective Date and continuing through 6:00 PM Eastern Time on November 14, 2014.

 

3.   Closing Date. Subject to Buyer having acquired the Licenses (as set forth in Section 7.10 of the Agreement), Buyer and Seller hereby agree to use commercially reasonable efforts to ensure that the Closing Date occurs on or before December 15, 2014.

 

4.   Effect of Amendment. To the extent any provisions contained herein conflict with the Agreement or any other agreements between Seller and Buyer, oral or otherwise, the provisions contained herein shall supersede such conflicting provisions contained in the Agreement or other agreements. Except as specifically modified by this Amendment, the Agreement remains in full force and effect and is in all events ratified, confirmed and approved.

 

5.   Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. Delivery of signatures by e-mail or facsimile shall be valid and binding.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

  BUYER:
   
  GABLES OF HUDSON, LLC
   
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Its:

Authorized Signatory 

   
  SELLER:
   
  GABLES-HUDSON, LLC
   
  By: /s/ Philip H. Maynard
  Name: Philip H. Maynard
  Its: Authorized Signatory
   
 

GREAT-HUDSON, LLC 

     
  By: /s/ Philip H. Maynard
  Name: Philip H. Maynard
  Its: Authorized Signatory

 

2

 

 EX-10.31 17 v403036_ex10-31.htm EXHIBIT 10.31

 

Exhibit 10.31

 

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

 

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is entered into as of the 17th day of December, 2014, between GABLES OF HUDSON, LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”), and GABLES-HUDSON, LLC, and GREAT-HUDSON, LLC, each an Ohio limited liability company (together, the “Seller”).

 

RECITALS:

 

A.           Seller and Buyer are parties to that certain Purchase and Sale Agreement dated September 11, 2014, as amended (the “Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, certain real property located in Hudson, Ohio, as more particularly described in the Agreement.

 

B.           Seller and Buyer desire to amend the Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

AGREEMENTS:

 

1.   Recitals, Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. Capitalized but undefined terms used in this Amendment shall have the meaning set forth in the Agreement.

 

2.   Section 2.5(d). Section 2.5(d) of the Agreement shall be deleted in its entirety and replaced with the following:

 

Seller shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. Seller shall receive a credit at Closing for all outstanding accounts receivable related to income of the Hudson Facility for the period prior to the Proration Date (other than Aging Bad Debt (as defined below)), which amount is more particularly set forth on Schedule 2.5(d) hereto (the “Outstanding A/R”). In the event Buyer receives any payment due for any period prior to the Proration Date or payment of any other receivable of Seller, Buyer shall retain the same until such time as the Outstanding A/R has been entirely received by Buyer. As of the date of Closing, the Hudson Facility has accounts receivable aging more than thirty days in the amount of $10,943.20 (the “Aging Bad Debt”), which shall be retained by Seller, and shall not be credited to Seller at Closing. After collection or receipt of the Outstanding A/R, to the extent Buyer receives any payment related to the Aging Bad Debt, Buyer shall forward such payment to Seller.

 

To the extent the Outstanding A/R is not collected or received by Buyer within ninety (90) days after Closing, the balance of any portion of the Outstanding A/R not collected or received by Buyer shall be promptly (within five (5) Business Days) paid by Seller to Buyer and included in any Post-Closing Adjustment Amounts.

 

3.   Section 10.5. Section 10.5 of the Agreement shall be deleted in its entirety and replaced with the following:

 

Guaranty. In order to secure the indemnities provided by Seller and other obligations of Seller provided for herein, at Closing, Michael Wojno, Randy Theken and Philip Maynard agree to provide a personal and joint and several guaranty to Buyer in the cumulative amount of Seven Hundred Thousand Dollars ($700,000) (the “Guaranty”) for a period of eighteen (18) months from the Closing in the form attached as Exhibit J to this Agreement.

 

 
 

 

4.   Exhibit J. Exhibit J to the Agreement shall be deleted in its entirety and replaced with the agreement attached hereto as Exhibit 1.

 

5.   Schedule 2.2(c). Schedule 2.2(c) to the Agreement shall be deleted in its entirety and replaced with the disclosure schedule attached hereto as Exhibit 2.

 

6.   Schedule 2.5(d). Schedule 2.5(d), attached hereto as Exhibit 3, is hereby integrated into the Agreement.

 

7.   Effect of Amendment. To the extent any provisions contained herein conflict with the Agreement or any other agreements between Seller and Buyer, oral or otherwise, the provisions contained herein shall supersede such conflicting provisions contained in the Agreement or other agreements. Except as specifically modified by this Amendment, the Agreement remains in full force and effect and is in all events ratified, confirmed and approved.

 

8.   Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. Delivery of signatures by e-mail or facsimile shall be valid and binding.

 

[Signature Page Follows]

 

2
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

  BUYER:
   
  GABLES OF HUDSON, LLC
   
  By: /s/ John Mark Ramsey
  Name: John Mark Ramsey
  Its:

Authorized Signatory 

   
  SELLER:
   
  GABLES-HUDSON, LLC
   
  By: /s/ Philip H. Maynard
  Name: Philip H. Maynard
  Its: Authorized Signatory
   
 

GREAT-HUDSON, LLC 

   
  By: /s/ Philip H. Maynard
  Name: Philip H. Maynard
  Its: Authorized Signatory

 

3
 

 

Exhibit 1

 

Exhibit J to the Agreement

 

4
 

 

Exhibit 2

 

Schedule 2.2(c) to the Agreement

 

5
 

 

Exhibit 3

 

Schedule 2.5(d) to the Agreement

 

6

 

 EX-21.1 18 v403036_ex21-1.htm EXHIBIT 21.1

 

Exhibit 21.1 

List of Subsidiaries

 

Entity   Jurisdiction
Sentio Healthcare Properties OP, L.P.   Delaware
HC Operating Partnership, L.P.   Delaware
Master HC TRS, LLC   Delaware
HPC LP TRS, LLC   Delaware
Caruth Haven TRS, LLC   Delaware
Caruth Haven GP, LLC   Delaware
Caruth Haven, L.P.   Delaware
The Oaks Bradenton TRS, LLC   Delaware
The Oaks Bradenton, LLC   Delaware
GreenTree Acquisition TRS, LLC   Delaware
GreenTree Acquisition, LLC   Delaware
MVI Health Center GP, LLC   Delaware
MVI Health Center, L.P.   Delaware
Floral Vale, LLC   Delaware
Floral Vale TRS, LLC   Delaware
Hilliard ALF TRS, LLC   Delaware
Hilliard ALF, LLC   Delaware
Royal Cornerstone South Carolina Portfolio LLC   Delaware
Royal Cornerstone South Carolina Tenant Portfolio LLC   Delaware
RSC Oakleaf Lexington, LLC   Florida
RSC Oakleaf Greenville, LLC   Florida
RSC Lexington, LLC   Florida
RSC Greenville, LLC   Florida
Cornerstone Oakleaf Village LLC   Delaware
Cornerstone Oakleaf Village TRS, LLC   Delaware
Meridian Rehab Littleton, LLC   Delaware
Chattanooga ALF, LLC   Delaware
Chattanooga ALF TRS, LLC   Delaware
Cornerstone Rome LTH Partners, LLC   Delaware
Rome LTH Managers, LLC   Delaware
Rome LTH Partners, LP   Texas
Cornerstone Dallas Rehab GP, LLC   Delaware
Cornerstone Dallas Rehab LP   Delaware
Hedgcoxe MOB GP, LLC   Delaware
Hedgcoxe MOB, LP   Delaware
Forestview Manor, LLC   Delaware
Forestview Manor TRS, LLC   Delaware
Lehigh Pointe Senior Living, LLC   Delaware
Lehigh Point Senior Living TRS, LLC   Delaware
Sentio Bryan MOB, LLC   Delaware
Sentio Leah Bay, LLC   Delaware
Sentio Leah Bay TRS, LLC   Delaware
Sentio Leah Bay Portfolio, LLC   Delaware
Sentio Leah Bay TRS Portfolio, LLC   Delaware
Amber Glen Landlord, LLC   Delaware
Amber Glen TRS, LLC   Delaware
Mill Creek Landlord, LLC   Delaware
Mill Creek TRS, LLC   Delaware
Hudson Creek Landlord, LLC   Delaware
Hudson Creek TRS, LLC   Delaware
Sugar Creek Landlord, LLC   Delaware

 

 
 

   

Sugar Creek TRS, LLC   Delaware

Woodbury Mews III Urban Renewal, LLC   Delaware
WM III TRS, LLC   Delaware
Woodbury Mews IV Urban Renewal, LLC   Delaware
WM IV TRS, LLC   Delaware
Woodbury Mews Urban Renewal Land Parcels, LLC   Delaware
WM Land Urban Renewal TRS, LLC   Delaware
Sentio Boston, LLC   Delaware
Sentio Boston TRS, LLC   Delaware
Sentio- SLR Boston Portfolio, LLC   Delaware
Sentio- SLR Boston Portfolio TRS, LLC   Delaware
Standish Village Landlord, LLC   Delaware
Standish Village TRS, LLC   Delaware
Compass Landlord, LLC   Delaware
Compass TRS, LLC   Delaware
Sentio Buffalo Crossing TRS, LLC   Delaware
Sentio STAV Landlord, LLC   Delaware
Sentio Blue Springs, LLC   Delaware
Sentio Blue Springs TRS, LLC   Delaware
Winter Park, LLC   Delaware
Winter Park TRS, LLC   Delaware
Sentio Hammond Landlord, LLC   Delaware
Hammond TRS, LLC   Delaware
Sentio Slidell Landlord, LLC   Delaware
Slidell TRS, LLC   Delaware
Wildewood Owner, LLC   Delaware
Wildewood TRS, LLC   Delaware
Gables of Hudson, LLC   Delaware
Gables of Hudson TRS, LLC   Delaware
Sumter Place Owner, LLC   Delaware
Sumter Place TRS, LLC   Delaware

 

 

 

 EX-23.1 19 v403036_ex23-1.htm EXHIBIT 23.1

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors of
Sentio Healthcare Properties, Inc.:

 

We consent to the incorporation by reference in the registration statement (No. 333-189458) on Form S-3 of Sentio Healthcare Properties, Inc. of our report dated March 20, 2015, with respect to the consolidated balance sheets of Sentio Healthcare Properties, Inc. as of December 31, 2014 and 2013, and the related consolidated statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the related financial statement schedule III, which report appears in the December 31, 2014 Form 10-K of Sentio Healthcare Properties, Inc. and to the reference to our firm under the heading “Experts” in the registration statement.

 

/s/ KPMG LLP

 

March 20, 2015
Orlando, Florida

Certified Public Accountants

 

 

 

 EX-31.1 20 v403036_ex31-1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATIONS

 

I, John Mark Ramsey, certify that:

 

1. I have reviewed this annual report on Form 10-K of Sentio Healthcare Properties, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15(f) and 15d-15(f)) for the registrant and have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

    /s/ JOHN MARK RAMSEY
Date: March 20, 2015   John Mark Ramsey
   

President, Chief Executive Officer and Director

(Principal Executive Officer)

 

 

 

 EX-31.2 21 v403036_ex31-2.htm EXHIBIT 31.2

Exhibit 31.2

 

CERTIFICATIONS

 

I, Sharon C. Kaiser, certify that:

 

1. I have reviewed this annual report on Form 10-K of Sentio Healthcare Properties, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15(f) and 15d-15(f)) for the registrant and have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 20, 2015   /s/ SHARON C. KAISER
    Sharon C. Kaiser
   

Chief Financial Officer, Treasurer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

 

 
 EX-32.1 22 v403036_ex32-1.htm EXHIBIT 32.1

Exhibit 32.1

 

CERTIFICATIONS PURSUANT TO

18 U.S.C. Sec.1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

John Mark Ramsey and Sharon C. Kaiser, do each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his or her knowledge, the Annual Report of Sentio Healthcare Properties, Inc. on Form 10-K for the year ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Sentio Healthcare Properties, Inc.

 

 

Date: March 20, 2015   /s/ JOHN MARK RAMSEY
    John Mark Ramsey
   

President, Chief Executive Officer and Director

(Principal Executive Officer)

     
Date: March 20, 2015   /s/ SHARON C. KAISER
    Sharon C. Kaiser
   

Chief Financial Officer, Treasurer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

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Effective January 1, 2012, subject to certain restrictions and limitations, our business is managed by Sentio Investments, LLC, a Florida limited liability company that was formed on <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">December 20, 2011</font> (the &#8220;Advisor&#8221;). Prior to January 1, 2012,&#160;we were externally advised by&#160;Cornerstone Leveraged Realty Advisors, LLC.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Sentio Healthcare Properties OP, LP., a Delaware limited partnership (the &#8220;Operating Partnership&#8221;), was formed on <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">October 17, 2006</font>. 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FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>23,099,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>20,340,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>19,492,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>18,634,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>19,788,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,445,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,150,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>16,431,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Income from operations</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>3,311,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,895,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,342,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,203,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net income (loss)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>435,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>310,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(167,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(91,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1,104,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>892,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>638,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>519,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net loss attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(669,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(582,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(805,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(610,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net loss per common share attributable to common stockholders- basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.06)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.05)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.06)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.05)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Weighted average common shares - basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,470,853</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,463,082</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,487,384</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,611,127</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="47%" colspan="11"> <div>Quarters&#160;Ended,</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>December&#160;31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>September&#160;30,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>June&#160;30,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>March&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,154,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>15,097,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>14,771,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>14,834,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>15,885,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,964,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,244,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,319,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Income from operations</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1,269,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>3,133,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,527,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,515,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net (loss) income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(1,323,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>2,747,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>519,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>511,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>306,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>215,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>39,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>6,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net (loss) income attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(1,629,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,532,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>480,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>505,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net (loss) income per common share attributable to common stockholders- basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.13)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.20</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Weighted average common shares - basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,611,075</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,673,194</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,726,051</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,800,657</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Set forth below is certain unaudited quarterly financial information. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with generally accepted accounting principles, the selected quarterly information when read in conjunction with the consolidated financial statements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="47%" colspan="11"> <div>Quarters&#160;Ended,</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>December&#160;31,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>September&#160;30,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>June&#160;30,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>March&#160;31,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>23,099,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>20,340,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>19,492,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>18,634,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>19,788,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,445,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,150,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>16,431,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Income from operations</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>3,311,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,895,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,342,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,203,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net income (loss)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>435,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>310,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(167,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(91,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1,104,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>892,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>638,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>519,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net loss attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(669,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(582,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(805,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(610,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net loss per common share attributable to common stockholders- basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.06)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.05)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.06)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.05)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Weighted average common shares - basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,470,853</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,463,082</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,487,384</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,611,127</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="47%" colspan="11"> <div>Quarters&#160;Ended,</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>December&#160;31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>September&#160;30,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>June&#160;30,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>March&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,154,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>15,097,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>14,771,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>14,834,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>15,885,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,964,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,244,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,319,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Income from operations</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1,269,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>3,133,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,527,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,515,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net (loss) income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(1,323,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>2,747,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>519,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>511,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>306,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>215,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>39,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>6,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net (loss) income attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>(1,629,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>2,532,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>480,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>505,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Net (loss) income per common share attributable to common stockholders- basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>(0.13)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.20</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="51%"> <div>Weighted average common shares - basic and diluted</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,611,075</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,673,194</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,726,051</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,800,657</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 158700000 100000 10.02 583611 5600000 158600000 99000000 11.63 23099000 20340000 19492000 18634000 19788000 17445000 17150000 16431000 3311000 2895000 2342000 2203000 435000 310000 -167000 -91000 1104000 892000 638000 519000 -669000 -582000 -805000 -610000 -0.06 -0.05 -0.06 -0.05 11470853 11463082 12487384 12611127 17154000 15097000 14771000 14834000 15885000 11964000 12244000 12319000 1269000 3133000 2527000 2515000 -1323000 2747000 519000 511000 306000 215000 39000 6000 -1629000 2532000 480000 505000 -0.13 0.20 0.04 0.04 12611075 12673194 12726051 12800657 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>16. Commitments and Contingencies</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any environmental liability with respect to the properties that we believe would have a material effect on our financial condition, results of operations and cash flows. Further, we are not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Our commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on our consolidated financial position, cash flows and results of operations. We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against the Company which if determined unfavorably to us would have a material adverse effect on our cash flows, financial condition or results of operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>14. Earnings Per Share</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We report earnings (loss) per share pursuant to ASC Topic 260, &#8220;<i>Earnings per Share</i>.&#8221; Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of our common stock outstanding during the period. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. The Series B Preferred Units give rise to potentially dilutive securities of our common stock. As of December 31, 2014, 2013, and 2012, there were <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 946,560</font>, <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 193,000</font>, and <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">0</font>, respectively, Series B Preferred Units outstanding, but such units were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 946560 193000 0 P39Y P15Y 1 94700000 800000 700000 700000 400000 100000 2800000 1900000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Restricted Cash</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Restricted cash represents cash held in interest bearing accounts and amounts related to impound reserve accounts for property taxes and insurance as required under the terms of mortgage loan agreements. Based on the intended use of the restricted cash, we have classified changes in restricted cash within the statements of cash flows as operating or investing activities.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Principles of Consolidation and Basis of Presentation</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (&#8220;VIEs&#8221;), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Investments in Unconsolidated Entities</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We account for our investments in unconsolidated joint ventures under the equity method of accounting. We exercise significant influence, but do not control these entities or direct the activities that most significantly impact the venture&#8217;s performance. Investments in unconsolidated entities are recorded initially at cost and subsequently adjusted for cash contributions and distributions. We recognize our allocable share of the equity in earnings of our unconsolidated entities based on the respective venture&#8217;s structure and preferences.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Real Estate Purchase Price Allocation</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We allocate the purchase price of our properties in accordance with ASC 805-10, <i>&#8220;Business Combinations.&#8221;</i> Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, site improvements, tenant improvements, intangible lease assets or liabilities including in-place leases, above market and below market leases, tenant relationships and goodwill. We allocated the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our assets is being charged to expense on a straight-line basis over the assigned useful lives. The value of the building and improvements are depreciated over an estimated useful life of 15 to 39 years.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> In-place lease values are calculated based on management&#8217;s evaluation of the specific characteristics of each tenant&#8217;s lease and our overall relationship with the respective tenant.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The value of acquired above and below market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We amortize the value of in-place leases and above and below market leases over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the tenant improvements, intangible lease assets or liabilities and the in-place lease value will be immediately charged to expense.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Goodwill represents the excess of acquisition cost over the fair value of identifiable net assets of the business acquired.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Income Taxes</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008, which imposes limitations related to operating assisted-living properties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Each taxable REIT subsidiary (&#8220;TRS&#8221;) is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Uncertain Tax Positions</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> In accordance with the requirements of ASC 740-10, &#8220;<i>Income Taxes,&#8221;</i> favorable tax positions are included in the calculation of tax liabilities if it is more likely than not that the Company&#8217;s adopted tax position will prevail if challenged by tax authorities. As a result of our REIT status, we are able to claim a dividends-paid deduction on our tax return to deduct the full amount of common dividends paid to stockholders when computing our annual taxable income. A REIT is subject to a <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 100</font>% tax on the net income from prohibited transactions. A &#8220;prohibited transaction&#8221; is the sale or other disposition of property held primarily for sale to customers in the ordinary course of a trade or business. There is a safe harbor which, if met, expressly prevents the Internal Revenue Service (the &#8220;IRS&#8221;) from asserting the prohibited transaction test. As we have not had any sales of properties to date, the prohibited transaction tax is not applicable. We have no income tax expense, deferred tax assets or deferred tax liabilities associated with any such uncertain tax positions for the operations of any entity included in the consolidated results of operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Tenant and Other Receivables</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Tenant and other receivables are comprised of rental and reimbursement billings due from tenants. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts. Management assesses the realizability of tenant receivables on an ongoing tenant by tenant basis and provides for allowances as such balances, or portions thereof, become uncollectible. For the years ended December 31, 2014 and December 31, 2013 provisions for bad debts amounted to approximately $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">276,000</font> and $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">50,000</font>, respectively. The allowance for tenant receivables is included in property operating and maintenance expenses in the accompanying consolidated statements of operations.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Deferred Financing Costs</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Costs incurred in connection with debt financing are recorded as deferred financing costs. Deferred financing costs are amortized using a method which approximates the effective interest rate method over the contractual terms of the respective financings.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Revenue Recognition</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Revenue is recognized when four basic criteria are met: persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases may provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"><b><i>Use of Estimates</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could materially differ from those estimates.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 276400000 276500000 181300000 181700000 0.0825 6000000 1300000 275800000 178400000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong>8. Future Minimum Lease Payments</strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> All resident leases in our senior operations living segment are on a month to month basis and are excluded from the following schedule. <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Future minimum lease payments to be received from leases under the triple-net leased segment and medical office building segment as of December 31, 2014 are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 90%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="74%"> <div>Years&#160;ending&#160;December&#160;31,&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>Payment Amount</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="74%"> <div>2015</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>9,277,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2016</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,276,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2017</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,453,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2018</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,656,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2019</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,793,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2020 and thereafter</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>58,719,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Future minimum lease payments to be received from leases under the triple-net leased segment and medical office building segment as of December 31, 2014 are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 90%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="74%"> <div>Years&#160;ending&#160;December&#160;31,&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>Payment Amount</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="74%"> <div>2015</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>9,277,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2016</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,276,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2017</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,453,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2018</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,656,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2019</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,793,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="74%"> <div>2020 and thereafter</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>58,719,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 9277000 9276000 9453000 9656000 9793000 58719000 309000 1161000 0.719 0.250 2012-04-30 2014-01-31 2012-04-30 1297000 0.719 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong>9. Concentration of Risks</strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments; cash is generally invested in investment-grade short-term instruments. As of December 31, 2014, we had cash accounts in excess of Federal Deposit Insurance Corporation insured limits.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Concentrations of credit risks arise when a number of operators, tenants or obligors related to our investments are engaged in similar business activities, located in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. We regularly monitor various segments of our portfolio to assess potential concentration of risks. Management believes the current portfolio is reasonably diversified across healthcare-related real estate and does not contain any other significant concentration of credit risks, except as presented below.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For the year ended December 31, 2014, the senior living segment generated <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 89</font>% of the Company&#8217;s total revenues. Included in the senior living segment,&#160;we owned or had joint venture interests in properties in <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">13</font> states of which the properties in five states accounted for 10% or more of our total revenue.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> The following table provides information about our geographic risk related to each of the five states and their economies for the three years ended December 31, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="BORDER-BOTTOM: #9eb6ce 0px solid; BORDER-LEFT: #9eb6ce 0px solid; MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="44%" colspan="8"> <div>Percentage&#160;of&#160;Total&#160;Revenues</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>State</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="54%"> <div>Illinois</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>13%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>17%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>7%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Texas</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>12%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>16%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>16%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>New Jersey</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>3%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>0%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>South Carolina</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>10%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>12%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>15%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Pennsylvania</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>10%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>14%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The Company utilizes third-party operators to provide property management and accounting services for our senior living operations, for which we pay annual management fees. As operators, the Company is not directly exposed to their credit risk. However, we rely on our operators to operate our senior housing operations in compliance with the terms of our management agreements and all applicable laws and regulations. The operators&#8217; inability to satisfy their obligations under the management agreements could have a material adverse effect on us.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following table provides information about our senior living operators which accounted for 10% or more of our total revenue for the three years ended December 31, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="44%" colspan="8"> <div>Percentage&#160;of&#160;Total&#160;Revenues</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>Operators</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="54%"> <div>Good Neighbor Care</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>18%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>20%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>25%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>JEA Senior Living</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>17%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>21%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Woodbine Senior Living</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>13%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>16%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Compass Pointe</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>3%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>0%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Royal Senior Care</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>10%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>12%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>15%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 28554000 9344000 48000 27737000 769000 97000 8888000 359000 9366000 1747000 17444000 1676000 68000 7472000 73000 52000 28554000 9344000 1631000 2294000 2433000 -487000 -158000 -418000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong>10. Segment Reporting</strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December 31, 2014, we operated in three reportable business segments for management and internal financial reporting purposes: senior living operations, triple-net leased properties, and medical office building (&#8220;MOB&#8221;) properties. These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our senior living operations segment primarily consists of investments in senior housing communities located in the United States for which we engage independent third-party managers. Our triple-net leased properties segment consists of investments in skilled nursing and hospital facilities in the United States. These facilities are leased to healthcare operating companies under long-term &#8220;triple-net&#8221; or &#8220;absolute-net&#8221; leases, which require the tenants to pay all property-related expenses. Our MOB operations segment primarily consists of investing in medical office buildings and leasing those properties to healthcare providers under long-term leases, which may require tenants to pay property-related expenses.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We evaluate performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenue less property operating and maintenance expenses. There are no intersegment sales or transfers. We use net operating income to evaluate the operating performance of our real estate investments and to make decisions concerning the operation of the property. We believe that net operating income is useful to investors in understanding the value of income-producing real estate. Net income is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as depreciation and amortization, asset management fees and expenses, real estate acquisition costs, interest expense and corporate general and administrative expenses. Additionally, net operating income as we define it may not be comparable to net operating income as defined by other REITs or companies.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following tables reconcile the segment activity to consolidated net income for the years ended December 31, 2014, 2013 and 2012:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="55%" colspan="11"> <div> For&#160;the&#160;Year&#160;Ended&#160;December&#160;31,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Senior&#160;living<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Triple-net&#160;leased<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Medical&#160;office<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Consolidated</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Rental revenue</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>42,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>6,727,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>857,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>49,922,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Resident services and fee income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>28,845,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>28,845,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Tenant reimbursements and other income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,606,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>882,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>310,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,798,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>72,789,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>7,609,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,167,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>81,565,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Property operating and maintenance expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>49,592,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>939,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>310,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>50,841,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net operating income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>23,197,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>6,670,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>857,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>30,724,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>General and administrative</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,321,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Asset management fees and expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>4,135,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Real estate acquisition costs</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,724,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>11,793,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Interest expense, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>9,912,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>352,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>487,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,153,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net loss attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>(2,666,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="55%" colspan="11"> <div> For&#160;the&#160;Year&#160;Ended&#160;December&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Senior&#160;living<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Triple-net&#160;leased<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Medical&#160;office<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Consolidated</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Rental revenue</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>29,266,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>5,237,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>854,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>35,357,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Resident services and fee income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>24,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>24,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Tenant reimbursements and other income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>424,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>889,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>297,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,610,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>54,578,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>6,126,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,151,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>61,855,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Property operating and maintenance expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>36,525,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>869,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>316,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>37,710,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net operating income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>18,053,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>5,257,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>835,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>24,145,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>General and administrative</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,597,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Asset management fees and expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,944,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Real estate acquisition costs</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,472,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>8,691,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Interest expense, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>8,263,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Loss on debt extinguishment and other expense</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>352,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>73,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Gain on disposition of investment in unconsolidated entity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>(1,701,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>2,454,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>566,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="55%" colspan="11"> <div> For&#160;the&#160;Year&#160;Ended&#160;December&#160;31,&#160;2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Senior&#160;living<br/> operation</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Triple-net&#160;leased<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Medical&#160;office<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Consolidated</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Rental revenue</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>27,535,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>4,742,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>846,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>33,123,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Resident services and fee income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>13,981,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>13,981,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Tenant reimbursements and other income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>408,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>807,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>314,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,529,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>41,924,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,549,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,160,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>48,633,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Property operating and maintenance expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>28,834,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>806,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>301,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>29,941,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net operating income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>13,090,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>4,743,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>859,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>18,692,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>General and administrative</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,783,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Asset management fees and expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,152,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Real estate acquisition costs</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,387,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>7,095,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Interest expense, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>6,960,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Loss on debt extinguishment and other expense</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,179,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>228,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Gain on remeasurement of investment in unconsolidated entity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>(1,282,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net loss</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>(810,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income attributable to other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>72,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net loss attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>(882,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following table reconciles the segment activity to Consolidated Total Assets as of December 31, 2014 and December 31, 2013:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="71%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>December&#160;31,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>December&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Investment in real estate:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Senior living operations</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>278,880,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>185,116,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Triple-net leased properties</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>82,648,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>42,248,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Medical office building</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>7,541,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>7,855,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Total reportable segments</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>369,069,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>235,219,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="71%"> <div>Reconciliation to consolidated assets:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Cash and cash equivalents</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>35,564,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>21,792,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Deferred financing costs, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,966,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Investment in unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,146,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,297,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Tenant and other receivables, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>4,037,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,204,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Deferred costs and other assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,554,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,469,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Restricted cash</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,161,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,930,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Goodwill</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,965,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,965,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Total assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>433,834,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>276,842,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"><font style="LINE-HEIGHT: 115%; FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> As of December&#160;31, 2014 and 2013, goodwill had a balance of approximately $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">6.0</font></font> million all related to our senior living operations segment.</font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following tables reconcile the segment activity to consolidated net income for the years ended December 31, 2014, 2013 and 2012:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="55%" colspan="11"> <div> For&#160;the&#160;Year&#160;Ended&#160;December&#160;31,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Senior&#160;living<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Triple-net&#160;leased<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Medical&#160;office<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Consolidated</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Rental revenue</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>42,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>6,727,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>857,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>49,922,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Resident services and fee income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>28,845,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>28,845,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Tenant reimbursements and other income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,606,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>882,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>310,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,798,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>72,789,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>7,609,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,167,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>81,565,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Property operating and maintenance expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>49,592,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>939,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>310,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>50,841,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net operating income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>23,197,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>6,670,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>857,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>30,724,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>General and administrative</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,321,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Asset management fees and expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>4,135,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Real estate acquisition costs</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,724,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>11,793,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Interest expense, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>9,912,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>352,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>487,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,153,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net loss attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>(2,666,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="55%" colspan="11"> <div> For&#160;the&#160;Year&#160;Ended&#160;December&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Senior&#160;living<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Triple-net&#160;leased<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Medical&#160;office<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Consolidated</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Rental revenue</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>29,266,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>5,237,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>854,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>35,357,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Resident services and fee income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>24,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>24,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Tenant reimbursements and other income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>424,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>889,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>297,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,610,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>54,578,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>6,126,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,151,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>61,855,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Property operating and maintenance expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>36,525,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>869,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>316,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>37,710,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net operating income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>18,053,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>5,257,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>835,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>24,145,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>General and administrative</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,597,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Asset management fees and expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,944,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Real estate acquisition costs</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,472,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>8,691,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Interest expense, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>8,263,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Loss on debt extinguishment and other expense</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>352,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>73,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Gain on disposition of investment in unconsolidated entity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>(1,701,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>2,454,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Preferred return to series B preferred OP units and other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>566,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="55%" colspan="11"> <div> For&#160;the&#160;Year&#160;Ended&#160;December&#160;31,&#160;2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Senior&#160;living<br/> operation</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Triple-net&#160;leased<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Medical&#160;office<br/> properties</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>Consolidated</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Rental revenue</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>27,535,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>4,742,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>846,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>33,123,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Resident services and fee income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>13,981,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>13,981,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Tenant reimbursements and other income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>408,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>807,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>314,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,529,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>41,924,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,549,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,160,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>48,633,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Property operating and maintenance expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>28,834,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>806,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>301,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>29,941,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net operating income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>13,090,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>4,743,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>859,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>18,692,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>General and administrative</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>1,783,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Asset management fees and expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>2,152,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Real estate acquisition costs</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,387,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>7,095,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Interest expense, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>6,960,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Loss on debt extinguishment and other expense</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,179,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>228,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Gain on remeasurement of investment in unconsolidated entity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>(1,282,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net loss</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>(810,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net income attributable to other noncontrolling interests</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>72,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="43%"> <div>Net loss attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>(882,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following table reconciles the segment activity to Consolidated Total Assets as of December 31, 2014 and December 31, 2013:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="71%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>December&#160;31,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="13%" colspan="2"> <div>December&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Investment in real estate:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Senior living operations</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>278,880,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>185,116,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Triple-net leased properties</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>82,648,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>42,248,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Medical office building</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>7,541,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>7,855,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Total reportable segments</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>369,069,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>235,219,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="71%"> <div>Reconciliation to consolidated assets:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Cash and cash equivalents</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>35,564,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>21,792,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Deferred financing costs, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,966,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Investment in unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,146,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>1,297,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Tenant and other receivables, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>4,037,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,204,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Deferred costs and other assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,554,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,469,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Restricted cash</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,161,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>3,930,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Goodwill</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,965,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="12%"> <div>5,965,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="71%"> <div>Total assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>433,834,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="12%"> <div>276,842,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 42338000 6727000 857000 28845000 0 0 1606000 882000 310000 72789000 7609000 1167000 49592000 939000 310000 30724000 23197000 6670000 857000 3153000 0 974000 683000 694000 476000 5351000 5551000 46013000 15363000 8451000 5619000 4547000 35444000 4825000 1454000 1101000 455000 235000 273000 1121000 392000 2007000 1089000 61000 437000 419000 584000 652000 48500000 16750000 9650000 6985000 5715000 42500000 11420000 703000 272000 340000 151000 127000 704000 289000 2267000 3100000 1366000 790000 5739000 1021000 38126000 15550000 1094000 326000 28754000 10639000 29266000 5237000 854000 24888000 0 0 424000 889000 297000 54578000 6126000 1151000 36525000 869000 316000 24145000 18053000 5257000 835000 78045000 3003000 0.24 61809000 -886000 -0.07 1701000 566000 352000 27535000 4742000 846000 13981000 0 0 408000 807000 314000 41924000 5549000 1160000 28834000 806000 301000 18692000 13090000 4743000 859000 1179000 1282000 72000 278880000 82648000 7541000 185116000 42248000 7855000 5146000 1297000 5100000 0.95 1 85 1 300000 0.05 1700000 1500000 300000 400000 38100000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The details of the purchase prices of the acquired properties are set forth below:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Woodbury&#160;Mews</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Standish&#160;Village</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Land</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">2,267,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">3,100,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Buildings and improvements</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">28,754,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">10,639,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Furniture, fixtures and vehicles</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">1,366,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">790,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Intangible assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">5,739,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">1,021,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Real estate acquisition</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">38,126,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">15,550,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Acquisition expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">1,094,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">326,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Year&#160;Ended</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Year&#160;Ended</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both"> December&#160;31,&#160;2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both"> December&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">97,204,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">78,045,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Net (loss) income</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">(1,519,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">3,003,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Basic and diluted net (loss) income per common share attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">(0.12)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">0.24</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Year&#160;ended</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Year&#160;ended</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both"> December&#160;31,&#160;2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div style="CLEAR:both;CLEAR: both"> December&#160;31,&#160;2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">73,607,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">61,809,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Net income (loss)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">2,713,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">(886,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div style="CLEAR:both;CLEAR: both">Basic and diluted net income (loss) per common share attributable to common stockholders</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">0.21</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div style="CLEAR:both;CLEAR: both">(0.07)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0 1777000 0 0 0 0 0 974000 0 0 0 0 0 0 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following table provides information about our geographic risk related to each of the five states and their economies for the three years ended December 31, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="BORDER-BOTTOM: #9eb6ce 0px solid; BORDER-LEFT: #9eb6ce 0px solid; MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="44%" colspan="8"> <div>Percentage&#160;of&#160;Total&#160;Revenues</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>State</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="54%"> <div>Illinois</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>13%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>17%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>7%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Texas</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>12%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>16%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>16%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>New Jersey</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>3%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>0%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>South Carolina</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>10%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>12%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>15%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Pennsylvania</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>10%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>14%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 4359000 559000 557000 13 557000 464000 4532000 42266000 327858000 13125000 26752000 0 21070000 4138000 15724000 42266000 306788000 8987000 11028000 28561000 206720000 7505000 21515000 0 14225000 2762000 12095000 28561000 192495000 4743000 9420000 8200000 5900000 4500000 3600000 2800000 2600000 P20Y P11Y 8377000 9417000 3936000 3714000 10000000 8086000 12747000 7589000 12275000 7209000 7136000 8433000 5407000 7753000 6247000 13273000 8433000 8995000 24889000 10885000 546000 4256000 390000 714000 2010000 825000 0 567000 1767000 1351000 2004000 1880000 1580000 543000 860000 1580000 1320000 1000000 2267000 3101000 11874000 13986000 2818000 3717000 10430000 10503000 18202000 10473000 10768000 9770000 10368000 6070000 6388000 10053000 3010000 12180000 8035000 7148000 28754000 10639000 16000 415000 119000 87000 1000 1000 0 9000 126000 166000 0 413000 66000 1000 302000 128000 145000 190000 61000 96000 546000 4256000 390000 714000 2010000 825000 0 567000 1767000 1351000 2004000 1880000 1580000 543000 860000 1580000 1320000 1000000 2267000 3101000 11890000 14401000 2937000 3804000 10431000 10504000 18202000 10482000 10894000 9936000 10368000 6483000 6454000 10054000 3312000 12308000 8180000 7338000 28815000 10735000 12436000 18657000 3327000 4518000 12441000 11329000 18202000 11049000 12661000 11287000 12372000 8363000 8034000 10597000 4172000 13888000 9500000 8338000 31082000 13836000 731000 2366000 448000 529000 1371000 639000 2366000 658000 1387000 1254000 1213000 822000 871000 631000 420000 1375000 1074000 798000 1199000 409000 P1Y <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following are the distributions declared on our common stock during the years ended December 31, 2014, 2013, and 2012:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 90%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="35%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="53%" colspan="8"> <div>Distribution&#160;Declared <sup style="font-style:normal"> (1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="35%"> <div>Period</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="17%" colspan="2"> <div>Cash</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="17%" colspan="2"> <div>Reinvested</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="17%" colspan="2"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="35%"> <div>2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="16%"> <div>3,940,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="16%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="16%"> <div>3,940,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="35%"> <div>2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>6,150,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>113,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>6,263,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="35%"> <div>2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>5,646,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>339,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>5,985,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; PADDING-LEFT: 0.5pt; WIDTH: 4%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(1)</font></div> </td> <td style="LINE-HEIGHT: 115%; PADDING-LEFT: 0.5pt; WIDTH: 96%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">90</font> % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of equity issuances or from borrowings in anticipation of future cash flow.</font></div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> During the years ended December 31, 2014, 2013 and 2012, we redeemed shares pursuant to our stock repurchase program as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 90%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="53%"> <div>Period</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="17%" colspan="2"> <div>Total&#160;Number<br/> of&#160;Shares<br/> Redeemed</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="17%" colspan="2"> <div>Average&#160;Price</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="53%"> <div>2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="16%"> <div>108,939</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="16%"> <div>$9.31</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="53%"> <div>2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>204,343</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>$9.99</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="53%"> <div>2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>49,962</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="16%"> <div>$11.63</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The return of capital for the distributions per share to common stockholders reportable for the years ended December 31, 2014, 2013, and 2012 were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="30%"> <div>Per&#160;Common&#160;Shares</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="22%" colspan="4"> <div>2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="22%" colspan="4"> <div>2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="22%" colspan="4"> <div>2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="30%"> <div>Taxable ordinary dividend</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>0.14</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>27.12</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>0.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>9.25</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>0.04</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>11.88</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Return of capital</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.36</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>72.88</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.30</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>60.53</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.27</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>88.12</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Capital gain</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0.15</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>30.22</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>0</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 276425000 27551000 2788000 79528000 27133000 67744000 71681000 108939 204343 49962 9.31 9.99 11.63 0.14 0.04 0.04 0.0925 0.2712 0.1188 0.36 0.30 0.27 0.7288 0.6053 0.8812 0 0.15 0 0 0.3022 0 13300000 132300000 13300000 132300000 946560 94800000 9446707 0.03 639700 10000000 99000000 10.02 583611 556204 0.9 P30D 1 Principal and interest at a 30-year amortization rate 6.40%&#151;fixed 8377000 8503000 2019-06-01 51000 394000 276476000 181645000 Principal and interest at a 35-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 30-year amortization rate Interest only; 30-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 25-year amortization rate Principal and interest at a 30-year amortization rate Principal and interest at a 25-year amortization rate Principal and interest at a 30-year amortization rate. Principal and interest at a 30-year amortization rate Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate Interest only; 25- year amortization rate Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate Principal and interest at a 35-year amortization rate Principal and interest at a 35-year amortization rate Interest only; 30-year amortization rate Interest only; 30-year amortization rate Interest only; 30-year amortization rate Interest only; 30-year amortization rate Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate Interest only; 30-year amortization rate 2.80%&#151;fixed 6.43%&#151;fixed 4.45%&#151;fixed 4.45%&#151;fixed 4.75%&#151;fixed 4.90%&#151;fixed 6.11%&#151;fixed One month LIBOR + 2.75% 6.40%&#151;fixed 4.00%&#151;fixed 4.45%&#151;fixed 4.50%&#151;fixed 4.45%&#151;fixed 4.45%&#151;fixed 4.87%&#151;fixed One month LIBOR + 3.00% 5.76%&#151;fixed 3.32%&#151;fixed 5.65%&#151;fixed One month LIBOR + 2.75% One month LIBOR + 2.75% One month LIBOR + 2.75% One month LIBOR + 2.75% One month LIBOR + 3.15% Months 1-24 floating rate of one month LIBOR plus 3.07%; 4.64 fixed rate for the remaining term 13273000 9417000 3714000 8433000 7136000 5407000 7753000 10000000 8086000 19484000 6247000 12747000 3936000 8433000 8995000 24889000 10885000 3823000 2701000 4550000 3700000 6410000 11375000 28860000 30205000 13515000 9551000 3779000 8580000 7248000 5492000 7866000 6700000 8208000 20000000 6355000 13070000 4004000 8580000 6212000 25000000 10885000 0 0 0 0 0 0 0 1947-11-01 2019-07-01 2019-07-01 2018-10-22 2022-08-14 2019-06-01 2017-11-10 2019-06-01 2018-11-26 2019-07-01 2017-03-31 2019-07-01 2019-07-01 2024-10-01 2015-10-21 2024-01-01 1945-03-01 1945-03-01 2017-11-10 2017-11-10 2017-11-10 2017-11-10 2017-12-31 2023-09-01 181251000 Principal and interest at a 30-year amortization rate 6.20%&#151;fixed 7589000 7703000 2019-06-01 11300000 3500000 1700000 0.0625 0.0475 2012-08-31 2009-01-22 2009-05-01 2009-12-30 2009-12-31 2012-08-31 2010-01-12 2012-08-31 2010-04-30 2010-04-30 2010-08-19 2010-09-03 2010-12-22 2012-08-31 2010-12-22 2010-12-22 2011-01-14 2011-04-14 2013-10-21 2013-12-06 2006 1999 1996 1998 2008 2006 2007 1999 2001 2008 1995 2008 2006 1996 1998 2002 1996 2003 1994 0 190189000 235280000 0 9151000 14225000 45091000 5074000 156400000 120000000 0.0280 0.0643 0.0280 0.0650 0.95 6600000 3900000 2700000 0.0565 P35Y P35Y 5.76%-fixed 20000000 0.040 2000000 interest at a rate of one month LIBOR plus 3.0% 1 1 1 1 1 0.8 0.8 1 1 1 1 1 1 1 0.8 0.8 0.8 0.8 1 0.95 0.95 1 1 1 1 1 1 2009-01-22 2009-05-01 2009-12-30 2009-12-31 2010-01-12 2010-04-30 2010-04-30 2010-08-19 2010-09-03 2010-12-22 2010-12-22 2010-12-22 2011-01-14 2011-04-14 2012-08-31 2012-08-31 2012-08-31 2012-08-31 2013-10-21 2013-12-06 2014-04-04 2014-08-20 2014-11-14 2014-11-14 2014-12-18 2014-12-31 20500000 4500000 5150000 13000000 18900000 14512000 12488000 14800000 8500000 17500000 9094000 4500000 10750000 9000000 13622000 12356000 11546000 11963000 38126000 15550000 11700000 42500000 6985000 5715000 9650000 16750000 48500000 3940000 6150000 5646000 0 113000 339000 3940000 6263000 5985000 30200000 0.0464 10000000 4550000 3700000 6410000 11375000 28900000 500000 38035000 one month LIBOR plus 3.07% one-month LIBOR plus 2.75% 0.01 0.079 one month LIBOR plus 3.15% <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following table provides information about our senior living operators which accounted for 10% or more of our total revenue for the three years ended December 31, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="44%" colspan="8"> <div>Percentage&#160;of&#160;Total&#160;Revenues</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="54%"> <div>Operators</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2014</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2013</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2012</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="54%"> <div>Good Neighbor Care</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>18%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>20%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>25%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>JEA Senior Living</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>17%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>21%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Woodbine Senior Living</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>13%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>16%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Compass Pointe</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>11%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>3%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>0%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="54%"> <div>Royal Senior Care</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>10%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>12%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>15%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 1000 100000 100000 100000 0.1163 0.0413 0.57 0.0489 0.43 0.0315 0.0491 10900000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Cash and Cash Equivalents</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 36035000 38035000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The details of the purchase prices of the acquired properties are set forth below:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Sumter&#160;Place</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both"> Gables&#160;of&#160;Hudson</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both">The&#160;Villages&#160;at<br/> Wildewood</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Live&#160;Oaks&#160;Village<br/> of&#160;Hammond</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Live&#160;Oaks&#160;Village<br/> of&#160;Slidell</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both">St.&#160;Andrews<br/> Village</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div style="CLEAR:both;CLEAR: both">Compass&#160;on&#160;the<br/> Bay</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Land</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">974,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">683,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">694,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">476,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">5,351,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">5,551,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Buildings and improvements</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">46,013,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">15,363,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">8,451,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">5,619,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">4,547,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">35,444,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">4,825,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Furniture, fixtures and vehicles</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">1,454,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">1,101,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">455,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">235,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">273,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">1,121,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">392,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Intangible assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">2,007,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">1,089,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">61,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">437,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">419,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">584,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">652,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Intangible liability <sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">(974,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Contingent Liability <sup style="font-style:normal">(2)</sup></div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">(1,777,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Real estate acquisition</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">48,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">16,750,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">9,650,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">6,985,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">5,715,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">42,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">11,420,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div style="CLEAR:both;CLEAR: both">Acquisition expenses</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">703,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">272,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">340,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">151,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">127,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">704,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="8%"> <div style="CLEAR:both;CLEAR: both">289,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0"> <tr style="TEXT-ALIGN: justify; VERTICAL-ALIGN: top"> <td style="TEXT-ALIGN: left; WIDTH: 0.25in"> <div style="CLEAR:both;CLEAR: both"><sup style="font-style:normal"> (1)</sup></div> </td> <td style="TEXT-ALIGN: justify"> <div style="CLEAR:both;CLEAR: both">This balance represents the fair value of the above market ground lease associated with the land in the Sumter Place acquisition.</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0"> <tr style="TEXT-ALIGN: justify; VERTICAL-ALIGN: top"> <td style="WIDTH: 0in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 0.25in"> <div style="CLEAR:both;CLEAR: both"><sup style="font-style:normal"> (2)</sup></div> </td> <td style="TEXT-ALIGN: justify"> <div style="CLEAR:both;CLEAR: both">This balance represents an earnout liability the sellers of Gables of Hudson are entitled to based on a net operating income&#160;threshold. The earliest period of the earnout will be&#160;twelve months after the acquisition date and will expire (if not achieved) 36 months after close.</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 276425000 30205000 4550000 3700000 6410000 11375000 28860000 42266000 5351000 686000 460000 683000 974000 0 325497000 35445000 5550000 4662000 8451000 15364000 46014000 2361000 0 0 0 0 0 0 42266000 5351000 686000 460000 683000 974000 0 327858000 35445000 5550000 4662000 8451000 15364000 46014000 370124000 40796000 6236000 5122000 9134000 16338000 46014000 21070000 358000 19000 17000 17000 12000 0 2011 2006 1999 2000 2014 2013 2012 2014-08-20 2014-11-14 2014-11-14 2014-11-21 2014-12-18 2014-12-31 134844000 6845000 0 0 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Noncontrolling Interest in Consolidated Subsidiaries</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Noncontrolling interests include the portion of consolidated entities that are not owned by the Company, and the KKR net investment of $94.7 million in Series B&#160;Preferred&#160;Units. The Series B Preferred Units have a liquidation preference that is determined as the greater of: (i) $ 100 per unit, plus accrued and unpaid distributions or (ii) the distribution that would be made on number of common shares into which shares of Series B Preferred Units could be converted.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> ASC 810-10-65 <i>Consolidation</i> clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10-65 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 6524000 5551000 4825000 19000 5551000 4844000 10395000 86000 1960 2014-04-04 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following table provides summary information regarding our property portfolio of consolidated investments as of December 31, 2014:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="33%"> <div>Property&#160;Name</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="30%"> <div>Location</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>Percentage<br/> Ownership</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="10%"> <div>Date<br/> Purchased</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>Purchase<br/> Price</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="33%"> <div>Caruth Haven Court</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="30%"> <div>Highland Park, TX</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1/22/2009</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>20,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>The Oaks Bradenton</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Bradenton, FL</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>5/1/2009</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>GreenTree at Westwood</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Columbus, IN</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/30/2009</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>5,150,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Mesa Vista Inn Health Center</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>San Antonio, TX</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/31/2009</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>13,000,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Rome LTACH Project</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Rome, GA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1/12/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>18,900,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Oakleaf Village at Lexington</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Lexington, SC</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>80%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4/30/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>14,512,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Oakleaf Village at Greenville</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Greenville, SC</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>80%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4/30/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,488,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Global Rehab Inpatient Rehab Facility</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Dallas, TX</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8/19/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>14,800,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Terrace at Mountain Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Chattanooga, TN</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>9/3/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Carriage Court of Hilliard</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Hilliard, OH</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/22/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Hedgcoxe Health Plaza</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Plano, TX</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/22/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>9,094,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>River&#8217;s Edge of Yardley</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Yardley, PA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/22/2010</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Forestview Manor</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Meredith, NH</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1/14/2011</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>10,750,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Woodland Terrace at the Oaks</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Allentown, PA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4/14/2011</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>9,000,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Amber Glen</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Urbana, IL</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>80%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8/31/2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>13,622,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Mill Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Springfield, IL</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>80%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8/31/2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12,356,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Hudson Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Bryan, TX</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>80%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8/31/2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,546,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Sugar Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Normal, IL</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>80%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8/31/2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,963,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Woodbury Mews Portfolio</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Woodbury, NJ</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>10/21/2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>38,126,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Standish Village</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Dorchester, MA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>95%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/6/2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>15,550,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Compass on the Bay</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Boston, MA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>95%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4/4/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11,700,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>St. Andrews Village</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Aurora, CO</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8/20/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>42,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Live Oaks of Hammond</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Hammond, LA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11/14/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>6,985,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Live Oaks of Slidell</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Slidell, LA</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11/14/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>5,715,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Spring Village at Wildewood</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>California, MD</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>11/24/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>9,650,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Gables of Hudson</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>Hudson, OH</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/18/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>16,750,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Sumter Place</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="30%"> <div>The Villages, FL</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>100%</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>12/31/2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>48,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 6000000 6000000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="BORDER-BOTTOM-COLOR: #000000; BORDER-TOP-COLOR: #000000; BORDER-RIGHT-COLOR: #000000; BORDER-LEFT-COLOR: #000000"> <div style="CLEAR:both;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December 31, 2014, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows:</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Land</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Buildings&#160;and<br/> Improvements</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Furniture,<br/> Fixtures<br/> and&#160;Equipment</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Intangible&#160;Lease<br/> Assets</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>Cost</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>42,266,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>327,858,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>13,125,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>26,752,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>Accumulated depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>(21,070,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>(4,138,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>(15,724,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>Net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>42,266,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>306,788,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>8,987,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>11,028,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December 31, 2013, accumulated depreciation and amortization related to investments in real estate and related lease intangibles were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Land</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Buildings&#160;and<br/> Improvements</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Furniture,&#160;Fixtures<br/> and&#160;Equipment</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="12%" colspan="2"> <div>Intangible&#160;Lease<br/> Assets</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>Cost</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>28,561,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>206,720,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>7,505,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>21,515,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>Accumulated depreciation and amortization</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>(14,225,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>(2,762,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="11%"> <div>(12,095,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="47%"> <div>Net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>28,561,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>192,495,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>4,743,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="11%"> <div>9,420,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong><u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Schedule III</font></u></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>REAL ESTATE AND ACCUMULATED DEPRECIATION</strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong>December 31, 2014</strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="21%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="15%" colspan="5"> <div>Initial Cost</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="31%" colspan="11"> <div>Gross Amount Invested <sup style="font-style:normal"> (1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="6%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="21%"> <div>Description</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Encumbrances</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Land</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Building &amp;<br/> Improvements</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Costs<br/> Capitalized<br/> Subsequent<br/> to Acquisition</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Land</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Building &amp;<br/> Improvements</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Total</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Accumulated<br/> Depreciation <sup style="font-style:normal">(2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="7%" colspan="2"> <div>Year<br/> Built</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="6%"> <div>Date<br/> Acquired</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="21%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Amber Glen</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,377,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>546,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>11,874,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>16,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>546,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>11,890,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,436,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>731,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2006</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8/31/2012</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Caruth Haven Court</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>9,417,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4,256,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>13,986,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>415,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4,256,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>14,401,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>18,657,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,366,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1999</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1/22/2009</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>The Oaks Bradenton</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,936,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>390,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,818,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>119,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>390,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,937,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,327,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>448,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1996</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>5/1/2009</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>GreenTree</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,714,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>714,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,717,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>87,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>714,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,804,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4,518,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>529,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1998</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12/30/2009</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Mesa Vista Inn Health Center</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,000,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,010,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,430,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,010,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,431,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,441,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,371,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2008</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12/31/2009</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Mill Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,086,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>825,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,503,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>825,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,504,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>11,329,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>639,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2006</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8/31/2012</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Rome LTACH Project</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,747,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>18,202,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>18,202,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>18,202,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,366,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2011</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1/12/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Sugar Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>7,589,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>567,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,473,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>9,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>567,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,482,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>11,049,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>658,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2007</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8/31/2012</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Oakleaf Village at Lexington</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,275,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,767,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,768,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>126,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,767,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,894,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,661,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,387,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1999</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4/30/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Oakleaf Village at Greenville</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>7,209,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,351,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>9,770,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>166,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,351,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>9,936,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>11,287,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,254,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2001</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4/30/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Global Rehab Inpatient Rehab Facility</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>7,136,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,004,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,368,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,004,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,368,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,372,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,213,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2008</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8/19/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Terrace at Mountain Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,433,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,880,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>6,070,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>413,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,880,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>6,483,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,363,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>822,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1995</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>9/3/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Hedgcoxe</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>5,407,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,580,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>6,388,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>66,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,580,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>6,454,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,034,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>871,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2008</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12/22/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Hudson Creek</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>7,753,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>543,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,053,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>543,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,054,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,597,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>631,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2006</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8/31/2012</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>River's Edge of Yardley</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>6,247,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>860,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,010,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>302,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>860,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,312,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4,172,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>420,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1996</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12/22/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Carriage Court of Hilliard</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>13,273,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,580,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,180,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>128,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,580,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12,308,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>13,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,375,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1998</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12/22/2010</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Forestview Manor</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,433,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,320,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,035,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>145,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,320,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,180,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>9,500,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,074,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2002</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1/14/2011</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Woodland Terrace at the Oaks</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,995,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,000,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>7,148,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>190,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,000,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>7,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>8,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>798,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1996</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4/14/2011</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Woodbury Mews Portfolio</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>24,889,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,267,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>28,754,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>61,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2,267,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>28,815,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>31,082,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1,199,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>2003</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10/21/2013</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Standish Village</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,885,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,101,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,639,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>96,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>3,101,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,735,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>13,836,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>409,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1994</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>12/6/2013</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="21%"> <div>Compass on the Bay</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>6,524,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>5,551,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4,825,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>19,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>5,551,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4,844,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>10,395,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>86,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>1960</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="6%"> <div>4/4/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>St. Andrews Village</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>30,205,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>5,351,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>35,445,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>5,351,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>35,445,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>40,796,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>358,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>2006</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>8/20/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>Live Oaks Village of Hammond</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>4,550,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>686,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>5,550,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>686,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>5,550,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>6,236,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>19,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>1999</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>11/14/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>Live Oaks Village of Slidell</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>3,700,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>460,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>4,662,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>460,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>4,662,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>5,122,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>17,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>2000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>11/14/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>Spring Village at Wildewood</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>6,410,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>683,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>8,451,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>683,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>8,451,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>9,134,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>17,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>11/21/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>Gables of Hudson</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>11,375,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>974,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>15,364,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>974,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>15,364,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>16,338,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>12,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>12/18/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>Sumter Place</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>28,860,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>46,014,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>46,014,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>46,014,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>12/31/2014</div> </td> </tr> <tr style="HEIGHT: 8px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="21%"> <div>Totals</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>276,425,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>42,266,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>325,497,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>2,361,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>42,266,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>327,858,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>370,124,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="6%"> <div>21,070,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 7pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="6%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0"> <tr style="TEXT-ALIGN: justify; VERTICAL-ALIGN: top"> <td></td> <td style="TEXT-ALIGN: left"> <div><sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: justify"> <div>&#160;&#160;&#160;&#160;The aggregate cost of real estate for federal income tax purposes was $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">390.0</font> million.</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0"> <tr style="TEXT-ALIGN: justify; VERTICAL-ALIGN: top"> <td style="WIDTH: 0in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="TEXT-ALIGN: left; WIDTH: 0.25in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><sup style="font-style:normal">(2)</sup></font></div> </td> <td style="TEXT-ALIGN: justify"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Please see Note&#160;3 to our consolidated financial statements for information regarding useful lives used for depreciation and amortization.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The changes in total real estate for the three years ended December 31, 2014 are as follows.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="59%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="19%" colspan="2"> <div>Cost</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="19%" colspan="2"> <div>Accumulated&#160;Depreciation</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="59%"> <div>Balance at December 31, 2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="18%"> <div>190,189,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="18%"> <div>9,151,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="59%"> <div>2013 Acquisitions</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="18%"> <div>45,091,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="18%"> <div>5,074,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="59%"> <div>2013 Disposals</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="18%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="18%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="59%"> <div>Balance at December 31, 2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="18%"> <div>235,280,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="18%"> <div>14,225,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="59%"> <div>2014 Acquisitions</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="18%"> <div>134,844,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="18%"> <div>6,845,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="59%"> <div>2014 Disposals</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 7px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="18%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 7px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="18%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="59%"> <div>Balance at December 31,2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="18%"> <div>370,124,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="18%"> <div>21,070,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 2014-10-31 3676000 0.650 5146000 0.89 11700000 42500000 P10Y 12700000 9650000 16750000 48500000 0.13 0.12 0.11 0.1 0.1 0.17 0.16 0.03 0.12 0.11 0.07 0.16 0 0.15 0.14 0.18 0.17 0.11 0.11 0.1 0.2 0.21 0.13 0.03 0.12 0.25 0.09 0.16 0 0.15 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>As of December 31, 2014, the Company owned an interest in the following entities that are accounted for under the equity method of accounting:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="BORDER-BOTTOM: #9eb6ce 0px solid; BORDER-LEFT: #9eb6ce 0px solid; MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="33%"> <div>Entity&#160; <sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="29%"> <div>Property&#160;Type</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="10%"> <div>Acquired</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; 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BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="33%"> <div>Physicians Center MOB</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="29%"> <div>Medical Office Building</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>April 2012</div> </td> <td style="TEXT-ALIGN: left; 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FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>71.9</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Buffalo Crossing</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div>Assisted-Living Facility - Under Development</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>January 2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1,161,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>25.0</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>The Parkway</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div>Assisted-Living Facility - Under Development</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>October 2014</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; 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FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>5,146,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif" align="justify">As of December 31, 2013, the Company owned interests in the following entity that was accounted for under the equity method of accounting:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="BORDER-BOTTOM: #9eb6ce 0px solid; BORDER-LEFT: #9eb6ce 0px solid; MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="33%"> <div>Entity&#160; <sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="29%"> <div>Property&#160;Type</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="10%"> <div>Acquired</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>Investment&#160; <sup style="font-style:normal"> (2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>Ownership%</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="33%"> <div>Physicians Center MOB</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="29%"> <div>Medical Office Building</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>April 2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1,297,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>71.9</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; WIDTH: 6%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(1)</font></div> </td> <td style="LINE-HEIGHT: 115%; WIDTH: 94%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity&#8217;s performance.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; WIDTH: 6%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(2)</font></div> </td> <td style="LINE-HEIGHT: 115%; WIDTH: 94%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Represents the carrying value of the Company&#8217;s investment in each unconsolidated entity.</font></div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Summarized combined financial information for the Company&#8217;s unconsolidated entities is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="69%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2014&#160;<sup style="font-style:normal">(4)(5)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2013&#160;<sup style="font-style:normal">(2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Cash and cash equivalents</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>48,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>97,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Investments in real estate, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>27,737,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>8,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Other assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>769,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>359,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Total assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>28,554,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>9,344,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="13%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="13%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Notes payable</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>17,444,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>7,472,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Accounts payable and accrued liabilities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>1,676,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>73,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Other liabilities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>68,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>52,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Total stockholders&#8217; equity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,366,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>1,747,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Total liabilities and equity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>28,554,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>9,344,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 90%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="44%" colspan="8"> <div>For&#160;the&#160;year&#160;ended&#160;December&#160;31,</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>2014&#160; <sup style="font-style:normal">(4)(5)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>2013&#160; <sup style="font-style:normal">(1)(2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>2012&#160; <sup style="font-style:normal"> (1)(2)(3)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>Total revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>1,631,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>2,294,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>2,433,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>Net loss</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>(487,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>(158,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>(418,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>Company&#8217;s equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>352,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>73,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>228,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; WIDTH: 7%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(1)</font></div> </td> <td style="BORDER-BOTTOM-COLOR: #000000; LINE-HEIGHT: 115%; BORDER-TOP-COLOR: #000000; WIDTH: 93%; BORDER-RIGHT-COLOR: #000000; FONT-SIZE: 10pt; BORDER-LEFT-COLOR: #000000"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $ <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 11.3</font> million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $ <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 3.5</font> million. The Company recorded a gain of $ <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1.7</font> million in the quarter ended September 30, 2013. The Company&#8217;s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(2)</font></div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: top"> <td style="BORDER-BOTTOM-COLOR: #000000; LINE-HEIGHT: 115%; BORDER-TOP-COLOR: #000000; BORDER-RIGHT-COLOR: #000000; FONT-SIZE: 10pt; BORDER-LEFT-COLOR: #000000"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(3)</font></div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. 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Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.</div> </td> </tr> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div>(5)</div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div>On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.</div> </td> </tr> </table> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong>6. 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VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>71.9</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>Buffalo Crossing</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div>Assisted-Living Facility - Under Development</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>January 2014</div> </td> <td style="TEXT-ALIGN: left; 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FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>25.0</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>The Parkway</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; 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FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>3,676,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>65.0</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="33%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="29%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>5,146,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif" align="justify">As of December 31, 2013, the Company owned interests in the following entity that was accounted for under the equity method of accounting:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="BORDER-BOTTOM: #9eb6ce 0px solid; BORDER-LEFT: #9eb6ce 0px solid; MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="33%"> <div>Entity&#160; <sup style="font-style:normal">(1)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="29%"> <div>Property&#160;Type</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="10%"> <div>Acquired</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>Investment&#160; <sup style="font-style:normal"> (2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>Ownership%</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="33%"> <div>Physicians Center MOB</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="29%"> <div>Medical Office Building</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>April 2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1,297,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>71.9</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>%</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; WIDTH: 6%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(1)</font></div> </td> <td style="LINE-HEIGHT: 115%; WIDTH: 94%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity&#8217;s performance.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; WIDTH: 6%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(2)</font></div> </td> <td style="LINE-HEIGHT: 115%; WIDTH: 94%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Represents the carrying value of the Company&#8217;s investment in each unconsolidated entity.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>Summarized combined financial information for the Company&#8217;s unconsolidated entities is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 100%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="69%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2014&#160;<sup style="font-style:normal">(4)(5)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>December&#160;31,<br/> 2013&#160;<sup style="font-style:normal">(2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Cash and cash equivalents</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>48,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>97,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Investments in real estate, net</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>27,737,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>8,888,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Other assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>769,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>359,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Total assets</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>28,554,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>9,344,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="13%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 3px double; FONT-WEIGHT: 400" width="13%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Notes payable</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>17,444,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>7,472,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Accounts payable and accrued liabilities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>1,676,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>73,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Other liabilities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>68,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>52,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Total stockholders&#8217; equity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>9,366,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>1,747,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="69%"> <div>Total liabilities and equity</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>28,554,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>9,344,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 90%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="44%" colspan="8"> <div>For&#160;the&#160;year&#160;ended&#160;December&#160;31,</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>2014&#160; <sup style="font-style:normal">(4)(5)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>2013&#160; <sup style="font-style:normal">(1)(2)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="14%" colspan="2"> <div>2012&#160; <sup style="font-style:normal"> (1)(2)(3)</sup></div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>Total revenues</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>1,631,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>2,294,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="13%"> <div>2,433,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>Net loss</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>(487,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>(158,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>(418,000)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="44%"> <div>Company&#8217;s equity in loss from unconsolidated entities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>352,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="13%"> <div>73,000</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: times new roman; BACKGROUND: #cceeff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; 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Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $ <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 11.3</font> million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $ <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 3.5</font> million. The Company recorded a gain of $ <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1.7</font> million in the quarter ended September 30, 2013. The Company&#8217;s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(2)</font></div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: top"> <td style="BORDER-BOTTOM-COLOR: #000000; LINE-HEIGHT: 115%; BORDER-TOP-COLOR: #000000; BORDER-RIGHT-COLOR: #000000; FONT-SIZE: 10pt; BORDER-LEFT-COLOR: #000000"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">(3)</font></div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="BORDER-BOTTOM-COLOR: #000000; TEXT-ALIGN: left; LINE-HEIGHT: 115%; BORDER-TOP-COLOR: #000000; WIDTH: 7%; BORDER-RIGHT-COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; BORDER-LEFT-COLOR: #000000"> <div>(4)</div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div>On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.</div> </td> </tr> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div>(5)</div> </td> <td style="LINE-HEIGHT: 115%; FONT-SIZE: 10pt"> <div>On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.</div> </td> </tr> </table> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 2014-11-24 200000 35000000 9.00 1113213 10000000 8.50 2014-06-12 0.075 400000 25000000 0.060 0.1 97204000 -1519000 -0.12 2500000 600000 1600000 100000 300000 900000 300000 900000 300000 900000 300000 900000 300000 900000 12700000 127000000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>4. Acquisitions</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>2014 Acquisitions</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>&#160;</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>Compass on the Bay</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> On April 4, 2014, through wholly-owned subsidiaries, we acquired a 95% interest in a joint venture entity that will own Compass on the Bay, located in Boston, MA. Compass on the Bay has a total of 56 beds in 39 units, which are dedicated to both assisted living and memory care. Senior Living Residences, LLC and its affiliates (collectively, &#8220;SLR&#8221;), which is not affiliated with us, is our joint venture partner in the $11.7 million transaction. Prior to the completion of this transaction, Compass on the Bay was owned by SLR and a third-party entity. SLR specializes in the acquisition, development and management of senior housing communities.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>St. Andrews Village</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> On August 20, 2014, through a wholly-owned subsidiary, we acquired real estate property (&#8220;St. Andrews Village&#8221;) from ERB PROPCO SAV, LLC, which is not affiliated with us, for a purchase price of $42.5 million plus closing costs and expenses. St. Andrews Village is a senior living community that consists of 146 independent living units, 60 assisted living units, and 40 skilled nursing facility units in Aurora, Colorado. St. Andrews Village is leased to ERB OPCO SAV, LLC under the terms of a net lease with an initial term of 10 years.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>Live Oaks Village of Hammond and Slidell</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> On November 14, 2014, through a wholly-owned subsidiary, we acquired real estate property (&#8220;Live Oaks&#8221;) from CBC Slidell, LLC, CBC Hammond, LLC, Slidell Senior Living, LLC and Hammond Senior Living, LLC (collectively, the &#8220;Sellers&#8221;), none of which are affiliated with us or our Advisor, for an approximate purchase price of $12.7 million. The Live Oak Portfolio consists of two assisted living and memory care facilities (&#8220;Hammond&#8221; and &#8220;Slidell&#8221;) with a total of 94 units, located in Louisiana. After the transaction occurred, we transitioned the Portfolio management to SRI Management, LLC (&#8220;Superior Residences&#8221; or &#8220;Superior&#8221;), which is not affiliated with us.&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>Spring Village at Wildewood</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> On November 24, 2014, through a wholly-owned subsidiary, we acquired real estate property (&#8220;Spring Village at Wildewood&#8221; or &#8220;Wildewood&#8221;) from Wildewood Operating Company, LLC, which is not affiliated with us, for a purchase price of $9.65 million. Wildewood received its Certificate of Occupancy in May 2014 and opened later that month in California, Maryland. The senior housing facility has a total of 48 units dedicated to both assisted living and memory care. We entered into a management agreement with Woodbine Senior Living (&#8220;Woodbine&#8221;) to operate Wildewood. Woodbine currently manages Floral Vale and Forestview, and the properties have been full for the past several years.&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>Gables of Hudson</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> On December 18, 2014, through wholly owned subsidiaries, we acquired real estate property (&#8220;Gables of Hudson&#8221;) from Great-Hudson, LLC, and Gables-Hudson, LLC (collectively, the &#8220;Sellers&#8221;), none of which are affiliated with us or our Advisor, for a net approximate purchase price of $16.75 million. Gables of Hudson has a total of 114 beds in 112 units, which are dedicated to both assisted living and memory care located in Hudson, Ohio. Prior to the completion of this transaction, Gables of Hudson was owned and operated by Gables Management Company, Inc. (&#8220;Gables Management&#8221;). We will retain Gables Management on a fee basis to operate Gables of Hudson, which will result in a new operator relationship for the REIT.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>Sumter Place</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> On December 31, 2014, through a wholly-owned subsidiary, we acquired real estate (&#8220;Sumter Place&#8221;) from Retirement One, LLC, which is not affiliated with us, for a purchase price of $48.5 million. Sumter Place is a senior living community that consists of 148 units dedicated to both assisted living and memory care in The Villages, Florida. The current manager of the Portfolio is KR Management.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following summary provides the allocation of the acquired assets and liabilities for the above acquisitions as of the acquisition date. We have accounted for the acquisitions as business combinations under&#160;GAAP. Under business combination accounting, the assets and liabilities of the acquired properties were recorded as of the acquisition date, at their respective fair values, and consolidated in our financial statements. The details of the purchase prices of the acquired properties are set forth below:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>&#160;</b></div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 7pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td style="white-space:nowrap;"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Sumter Place</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; 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TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; 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We funded the purchase of Woodbury Mews with proceeds from the sale of Series C Preferred Stock and Series B Preferred Units to the Investor, as described in Note 13, and with proceeds from a mortgage loan from KeyBank National Association, Inc., as described in Note 7.</div> &#160; <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>Standish Village Joint Venture</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On December 6, 2013, through&#160;wholly-owned subsidiaries, we invested approximately $5.1 million to acquire 95% of the respective equity interests in Sentio SLR Boston Portfolio, LLC (&#8220;Landlord LLC&#8221;) and Sentio SLR Boston TRS Portfolio, LLC (&#8220;Tenant LLC&#8221;) (collectively, we refer to the Landlord LLC and the Tenant LLC as the &#8220;SLR Joint Venture&#8221;). 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FONT: 10pt Times New Roman, Times, Serif"> The following unaudited pro forma information for the&#160;years ended December 31, 2013 and 2012 have been prepared to reflect the incremental effect of the Woodbury Mews and the Standish Village acquisitions as if such acquisitions had occurred on January&#160;1, 2012. 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TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Year&#160;ended</b></div> </td> <td style="white-space:nowrap;"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> </tr> <tr style="VERTICAL-ALIGN: bottom"> <td style="white-space:nowrap;"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b> December&#160;31,&#160;2013</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b> December&#160;31,&#160;2012</b></div> </td> <td style="white-space:nowrap; 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With the exception of an equity method investment the Company obtained control of in April 2012 and notes payable discussed below, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The fair market value of the Company&#8217;s notes payable is estimated by discounting future cash flows of each instrument at rates that reflect the current market rates available to the Company for debt of the same terms and maturities. The fair value of the notes payable was determined using Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable was $275.8 million and $178.4 million, compared to the carrying values of $276.4 million ($276.5 million, including premium) and $181.3 million ($181.7 million, including premium) at December 31, 2014 and 2013, respectively.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Upon acquiring control of a previously unconsolidated entity in April 2012, the Company recorded its equity method investment at fair value of $6.0 million, and recorded a gain of approximately $1.3 million. The fair value of the equity method investment was estimated using a direct capitalization approach and was measured using Level 3 inputs. The capitalization rate used was 8.25% and a change in this input could result in a significant change in the valuation of our original joint venture investment and a change in the gain from remeasurement recognized during the period.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> There were no transfers between Levels 1 or 2 during the year ended December 31, 2014. There were no assets or liabilities measured at fair value on a non-recurring basis included in the consolidated balance sheets as of December 31, 2014 or December 31, 2013.</div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>12. Income Taxes</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December&#160;31, 2008. REIT status imposes limitations related to operating assisted-living properties. Generally, to qualify as a REIT, we cannot directly operate assisted-living facilities. However, such facilities may generally be operated by a TRS pursuant to a lease with the Company. Therefore, we have formed Master HC TRS, LLC (&#8220;Master TRS&#8221;), a wholly owned subsidiary of HC Operating Partnership, LP, to lease any assisted-living properties we acquire and to operate the assisted-living properties pursuant to contracts with unaffiliated management companies. Master TRS and the Company made the applicable election for Master TRS to qualify as a TRS. Under the management contracts, the management companies direct control of the daily operations of these assisted-living properties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December&#160;31, 2014, we had acquired&#160;14 wholly-owned&#160;assisted-living facilities and formed&#160;24 wholly-owned TRSs, which includes a Master TRS that consolidates our wholly-owned TRSs.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <b><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></b><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would establish a valuation allowance which would reduce the provision for income taxes.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For the years ended December&#160;31, 2014, 2013 and 2012, our TRS reported net taxable income of approximately $0.8 million, $0.7 million, and $0.7 million, respectively. The TRS recognized a $0.4 million, a $0.1 million and a $0.2 million benefit for federal and state income taxes in 2014, 2013 and 2012, respectively, which have been recorded in general and administrative expenses. Net deferred tax assets related to the TRS entities totaled $2.8 million and $1.9 million at December&#160;31, 2014 and 2013, respectively, related primarily to book and tax basis differences for straight-line rent and accrued liabilities. Realization of these deferred tax assets is dependent in part upon generating sufficient taxable income in future periods. Deferred tax assets are included in deferred costs and other assets in our consolidated balance sheets. We have not recorded a valuation allowance against our deferred tax assets as of December&#160;31, 2014, as we have determined the future taxable income from the operations of the TRS entities are expected to be sufficient to cover the additional future expenses resulting from these book tax differences.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 155000 1546906 220580 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Fair Value of Financial Instruments</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> FASB ASC 825-10, <i>&#8220;Financial Instruments,&#8221;</i> requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity&#8217;s assumptions about market participant assumptions used to value an asset or liability.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Level 1.</i> Quoted prices in active markets for identical instruments.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Level 2.</i> Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Level 3.</i> Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of notes payable, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>2. Equity Issuances</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Our charter authorizes the issuance of up to 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share.&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> From June 2008 until May 2011, we conducted public offerings of our shares of common stock. Our initial public offering terminated on February 3, 2011, immediately prior to commencement of our follow-on public offering on February 4, 2011. As of December&#160;31, 2014, we had sold a total of 12.7 million shares of our common stock pursuant to our initial and follow-on public offerings for aggregate gross proceeds of $127.0 million.</div> &#160; <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On February 10, 2013, we entered into a series of agreements, which have been amended at various times after February 10, 2013, with the Sentinel RE Investment Holdings LP (the &#8220;Investor&#8221;), an affiliate of Kohlberg Kravis Roberts &amp; Co. L.P. (together with its affiliates, &#8220;KKR&#8221;) for the purpose of obtaining up to a $158.7 million equity commitment to be used to finance future investment opportunities (such investment and the related agreements, are referred to herein collectively as the &#8220;KKR Equity Commitment&#8221;). Pursuant to the KKR Equity Commitment, the Company authorized and issued&#160; 1,000 shares of &#160;Senior Cumulative Preferred Stock, Series C, $0.01 par value per share (the &#8220;Series C Preferred Stock&#8221;), representing an aggregate issuance amount of $100,000. The Operating Partnership may issue Series B&#160;Preferred Units up to an aggregate issuance amount of $158.6 million. Subject to certain limitations, the Series B Preferred Units may be converted into common stock of the Company. The obligations of KKR to fund and of the Company to draw funds under the KKR Equity Commitment are subject to various conditions, limitations and penalties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to our distribution&#160;reinvestment plan. The distribution&#160;reinvestment plan offering shares were initially&#160;offered at a purchase price of $10.02 per share, which was the then-current estimated per-share value of our common stock.&#160;Effective February 28, 2014, the distribution reinvestment plan offering shares are being offered at a purchase price of $11.63 per share, which is our updated estimated per-share value of our common stock as of February 28, 2014. As of December 31, 2014, we had sold a total of 583,611 shares of our common stock pursuant to our distribution reinvestment plan offering for aggregate gross proceeds of $5.6 million.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>18. Subsequent Events</font></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Georgetown Loan</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On January 15, 2015, the Company, through an indirect wholly owned subsidiary, originated a development loan in the amount of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">41.9</font> million for The Delaney at Georgetown Village development project located in Georgetown, Texas (the &#8220;Georgetown Loan&#8221;). The borrower, Westminster-LCS Georgetown LLC, is not affiliated with the Company or <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">the Advisor. The borrower is a joint venture between Life Care Companies, LLC (&#8220;LCS&#8221;) and a fund sponsored by Westminster Capital (&#8220;Westminster&#8221;), and will use the proceeds of the Georgetown Loan to develop a senior living facility with 207 units including independent living, assisted living and memory care.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The Georgetown Loan is secured by a first mortgage lien on the land, building, and all improvements made thereon. The Georgetown Loan matures on January 15, 2020 with one 12-month option to extend at the Company&#8217;s option, and bears interest at a fixed rate of <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 7.9</font>% per annum for the term of the loan. Advances will be made periodically during the construction period to cover documented hard and soft costs of construction and interest, commencing after the borrower has expended its required equity contribution, and subject to customary construction draw conditions. The borrower paid a loan origination fee equal to <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1</font>% of the loan amount. Monthly payments are interest only for the term of the loan. <font style="BACKGROUND-COLOR: transparent">The Company has the option to purchase the property at fair market value upon stabilization or 48 months. Fair market value is determined by the average asset value of independent appraisals obtained by the lender and borrower. Regardless of whether the Company exercises the option to purchase the property, the Company will be entitled to participate in the value creation which is the difference between the fair market value and the total development cost. The Georgetown Loan is non-recourse to LCS and Westminster, but LCS has provided cost and completion guarantees as well as a guaranty of customary &#8220;bad boy&#8221; carve-outs.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The Company expects to fund the Georgetown Loan with proceeds from the sale of Series B Preferred Units to the Investor. Upon funding of the Georgetown Loan, interest income on the loan receivable will be recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks.</div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Sale of Preferred Units in the Operating Partnership</i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On January 16, 2015, a purchase of securities related to the Georgetown Loan (the &#8220;Georgetown Put Exercise&#8221;) was completed by the Investor pursuant to the KKR Equity Commitment.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Pursuant to the Georgetown Put Exercise, the Investor agreed to fund $41.9 million related to the Georgetown Loan and was issued the following securities:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#183;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 155,000</font> newly-issued Series B Preferred Units, which are convertible into approximately <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1,546,906</font> shares of the Company&#8217;s common stock at the currently effective conversion price.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> After giving effect to the 155,000 Series B Preferred Units issued upon the closing of the Georgetown Put Exercise and the Series B Preferred Units relating to the Georgetown Put Exercise remaining to be issued, <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 220,580</font> Series B Preferred Units remain issuable under the Purchase Agreement.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Sumter Grand</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On February 6, 2015, through a wholly-owned subsidiary, we acquired real estate property (&#8220;Sumter Grand&#8221;) from Retirement Two, LLC, which is not affiliated with us, for a purchase price of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">31.5</font> million. Sumter Grand consists of a 150-unit independent living facility located in The Villages, Florida. We funded the purchase of Sumter Grand with proceeds from the sale to the Investor of Series B Preferred Units pursuant to the KKR Equity Commitment on December 30, 2014 and with proceeds from a mortgage loan from KeyBank National Association, Inc.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 31500000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal" align="center"></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>13</b>. <b>Stockholders&#8217; Equity</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>&#160;</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Our charter authorizes the issuance of 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share, of which 1,000 shares are designated as Series C Preferred Stock.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Common Stock</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December&#160;31, 2014 and 2013 including distributions reinvested, we had issued 13.3 million shares of common stock for a total of $132.3 million of gross proceeds, respectively, in our public offerings.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On April 10, 2014, we announced the commencement of an issuer tender offer to purchase for cash up to $35.0 million of our issued and outstanding shares of common stock from stockholders at a price of $8.50 per share. On May 22, 2014, we amended the tender offer to increase the purchase price to $9.00 per share and to extend the tender offer expiration date. The tender offer expired on June 12, 2014. We purchased 1,113,213 shares of our common stock pursuant to the tender offer for an aggregate cost of approximately $10.0 million, excluding fees and expenses related to the tender offer paid by the Company. The tender offer was funded by a sale of Series B Preferred Units to the&#160;Investor on June 18, 2014, and the remainder from the Company&#8217;s existing cash.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Preferred Stock and OP Units</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December 31, 2014 we had issued 1,000 shares of Series C Preferred Stock and 946,560 Series B Preferred Units for gross proceeds of $94.8 million. The Series B Preferred Units outstanding are convertible into approximately 9,446,707 shares of the Company&#8217;s common stock and are classified as non-controlling interests in the accompanying consolidated balance sheets.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The Series C Preferred Stock ranks senior to the Company&#8217;s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Stock are entitled to receive dividends, as and if authorized by our board of directors out of funds legally available for that purpose, at an annual rate equal to 3% of the liquidation preference for each share. Dividends on the Series C Preferred Stock are payable annually in arrears.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The Series B Preferred Units rank senior to the Operating Partnership&#8217;s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units are&#160;entitled to receive cash distributions at an annual rate equal to 7.5% (with respect to put exercises associated with real property acquisitions) and 6.0% (with respect to put exercises associated with construction loan originations) of the Series B liquidation preference prior to any distributions paid to common units of the Operating Partnership. If the Operating Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10% of the Series B liquidation preference. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate blended return equal to a weighted average interest rate determined taking into account the Series B Preferred Units receiving a 6.0% return and the Series B Preferred Units receiving a 7.5% return per unit in annual distributions commencing from February 10, 2013, and thereafter to the common units and Series B Preferred Units pro rata.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;BACKGROUND-COLOR: transparent; TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> After giving effect to the Series C Preferred Stock and Series B Preferred Units issued at December 31, 2014, 639,700 Series B Preferred Units remain issuable under the Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Distributions</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> In 2007, we adopted a distribution reinvestment plan that allows our stockholders to have dividends and other distributions otherwise distributable to them, invested in additional shares of our common stock at their election. We registered 10,000,000 shares of our common stock for sale pursuant to the distribution reinvestment plan.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Effective as of May 10, 2011, we suspended our distribution reinvestment plan.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to an amended and restated distribution reinvestment plan (the &#8220;DRIP offering&#8221;). The DRIP offering shares were initially&#160;offered at a purchase price of $10.02, which was the then-current estimated per-share value of our common stock. Effective February 28, 2014, the DRIP offering shares are being offered at a purchase price of&#160;$11.63 per share, which is our updated estimated per-share value of common stock as of February 28, 2014. As of December 31, 2014 and December 31, 2013, 583,611 and 556,204 shares, respectively, had been issued under the distribution reinvestment plan.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The following are the distributions declared on our common stock during the years ended December&#160;31, 2014, 2013,&#160;and 2012:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="WIDTH: 90%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0" align="center"> <tr style="VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div><b>&#160;</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; 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VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2014</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>5,646,000</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>339,000</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>5,985,000</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="LINE-HEIGHT: 115%; PADDING-LEFT: 0.5pt; WIDTH: 4%; FONT-SIZE: 10pt"> <div><font style="FONT-FAMILY:Times New Roman, Times, Serif"> (1)</font></div> </td> <td style="LINE-HEIGHT: 115%; PADDING-LEFT: 0.5pt; WIDTH: 96%; FONT-SIZE: 10pt"> <div><font style="FONT-FAMILY:Times New Roman, Times, Serif">In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from&#160;equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of&#160;equity issuances&#160;or from borrowings in anticipation of future cash flow.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The declaration of distributions is at the discretion of our board of directors. Our board will determine the amount of distributions on a regular basis. The amount of distributions will depend on our funds from operations, financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and other factors our board of directors deems relevant. The rate and frequency of distributions is subject to the discretion of our board of directors and may change from time to time based on our operating results and cash flow.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Stock Repurchase Program</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> In 2007, we adopted a stock repurchase program for investors who have held their shares for at least one year, unless the shares are being repurchased in connection with a stockholder&#8217;s death. Under our stock repurchase program, the repurchase price varies depending on the purchase price paid by the stockholder and the number of years the shares are held. Our board of directors may amend, suspend or terminate the program at any time with 30 days prior notice to stockholders. We have no obligation to repurchase our stockholders&#8217; shares. In 2009, our board of directors waived the one-year holding period in the event of the death of a stockholder and adjusted the repurchase price to 100% of such stockholders purchase price irrespective of how long the stockholder held the shares.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Our stock repurchase program has been suspended since May 29, 2011 for all repurchases, except repurchases due to death of a stockholder. On March 31, 2014, we informed our stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests received prior to March 31, 2014 due to death. Thereafter no shares will be repurchased until the repurchase program is reinstated.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> During the years ended December&#160;31, 2014,&#160;2013 and 2012,&#160;we redeemed shares pursuant to our stock repurchase program as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="WIDTH: 90%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0" align="center"> <tr style="VERTICAL-ALIGN: bottom"> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center"> <div align="left"><b>Period</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div><b>Total Number<br/> of Shares<br/> Redeemed</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div><b>Average&#160;Price</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: center; WIDTH: 58%"> <div align="left">2012</div> </td> <td style="WIDTH: 1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 18%"> <div>108,939</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div>&#160;</div> </td> <td style="WIDTH: 1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; WIDTH: 18%"> <div>$9.31</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: center"> <div align="left">2013</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>204,343</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>$9.99</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: center"> <div align="left">2014</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>49,962</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center"> <div>$11.63</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Employee and Director Incentive Stock Plan</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We have adopted an Employee and Director Incentive Stock Plan (the &#8220;Plan&#8221;) which provides for the grant of awards to our directors and full-time employees, as well as other eligible participants that provide services to us. We have no employees, and we currently do not have plans to grant awards under the Plan to persons who are not directors. Awards granted under the Plan may consist of nonqualified stock options, incentive stock options, restricted stock, share appreciation rights, and dividend equivalent rights. The term of the Plan is 10 years. The total number of shares of common stock reserved for issuance under the Plan is equal to 10% of our outstanding shares of stock at any time. As of December&#160;31, 2014 and 2013, we have not granted any awards under the Plan.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Tax Treatment of Distributions</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For tax purposes, our distributions are comprised of taxable ordinary dividend and return of capital. The return of capital for the distributions per share to common stockholders reportable for the years ended December&#160;31, 2014, 2013, and 2012 were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td style="BORDER-BOTTOM: black 1pt solid"> <div><b>Per&#160;Common&#160;Shares</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="6"> <div><b>2014</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="6"> <div><b>2013</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div><b>&#160;</b></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; 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table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0 0 6300000 38035000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>3. Summary of Significant Accounting Policies</b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The summary of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>Cash and Cash Equivalents</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Restricted Cash</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Restricted cash represents cash held in interest bearing accounts and amounts related to impound reserve accounts for property taxes and insurance as required under the terms of mortgage loan agreements. Based on the intended use of the restricted cash, we have classified changes in restricted cash within the statements of cash flows as operating or investing activities.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Principles of Consolidation and Basis of Presentation</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (&#8220;VIEs&#8221;), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Investments in Unconsolidated Entities</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We account for our investments in unconsolidated joint ventures under the equity method of accounting. We exercise significant influence, but do not control these entities or direct the activities that most significantly impact the venture&#8217;s performance. Investments in unconsolidated entities are recorded initially at cost and subsequently adjusted for cash contributions and distributions. We recognize our allocable share of the equity in earnings of our unconsolidated entities based on the respective venture&#8217;s structure and preferences.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Real Estate Purchase Price Allocation</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We allocate the purchase price of our properties in accordance with ASC 805-10, <i>&#8220;Business Combinations.&#8221;</i> Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, site improvements, tenant improvements, intangible lease assets or liabilities including in-place leases, above market and below market leases, tenant relationships and goodwill. We allocated the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our assets is being charged to expense on a straight-line basis over the assigned useful lives. The value of the building and improvements are depreciated over an estimated useful life of 15 to 39 years.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> In-place lease values are calculated based on management&#8217;s evaluation of the specific characteristics of each tenant&#8217;s lease and our overall relationship with the respective tenant.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The value of acquired above and below market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We amortize the value of in-place leases and above and below market leases over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the tenant improvements, intangible lease assets or liabilities and the in-place lease value will be immediately charged to expense.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Goodwill represents the excess of acquisition cost over the fair value of identifiable net assets of the business acquired.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Impairment of Real Estate Assets and Goodwill</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Real Estate Assets</i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We assess whether there has been impairment in the value of our investments in real estate whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our portfolio is evaluated for impairment on a property-by-property basis. Indicators of potential impairment include the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Change in strategy resulting in a decreased holding period;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Decreased occupancy levels;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Deterioration of the rental market as evidenced by rent decreases over numerous quarters;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Properties adjacent to or located in the same submarket as those with recent impairment issues; and/or</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Tenant financial problems.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> During 2014, 2013 and 2012, we did not record any impairment charges related to our investments in real estate. The assessment as to whether our investments in real estate are impaired is highly subjective. The calculations, which are primarily based on discounted cash flow analyses, involve management&#8217;s best estimate of the holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements for each property. A change in any one or more of these factors could materially impact whether a property is impaired as of any given valuation date.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Goodwill</i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The guidance on goodwill impairment requires us to annually test goodwill for impairment under a two-step impairment test or under a qualitative assessment which became optional in 2011. In Step 1 of the two-step test, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting unit based on the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit&#8217;s goodwill. If the carrying value of a reporting unit&#8217;s goodwill exceeds its implied fair value, then the company records an impairment loss equal to the difference.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For the years ended December 31, 2014 and 2013, the Company performed Step 1 in its evaluation of goodwill. The Company did not record any impairment charges related to our goodwill.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Income Taxes</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008, which imposes limitations related to operating assisted-living properties.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Each taxable REIT subsidiary (&#8220;TRS&#8221;) is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Uncertain Tax Positions</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> In accordance with the requirements of ASC 740-10, &#8220;<i>Income Taxes,&#8221;</i> favorable tax positions are included in the calculation of tax liabilities if it is more likely than not that the Company&#8217;s adopted tax position will prevail if challenged by tax authorities. As a result of our REIT status, we are able to claim a dividends-paid deduction on our tax return to deduct the full amount of common dividends paid to stockholders when computing our annual taxable income. A REIT is subject to a 100% tax on the net income from prohibited transactions. A &#8220;prohibited transaction&#8221; is the sale or other disposition of property held primarily for sale to customers in the ordinary course of a trade or business. There is a safe harbor which, if met, expressly prevents the Internal Revenue Service (the &#8220;IRS&#8221;) from asserting the prohibited transaction test. As we have not had any sales of properties to date, the prohibited transaction tax is not applicable. We have no income tax expense, deferred tax assets or deferred tax liabilities associated with any such uncertain tax positions for the operations of any entity included in the consolidated results of operations.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Tenant and Other Receivables</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Tenant and other receivables are comprised of rental and reimbursement billings due from tenants. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts. Management assesses the realizability of tenant receivables on an ongoing tenant by tenant basis and provides for allowances as such balances, or portions thereof, become uncollectible. For the years ended December 31, 2014 and December 31, 2013 provisions for bad debts amounted to approximately $276,000 and $50,000, respectively. The allowance for tenant receivables is included in property operating and maintenance expenses in the accompanying consolidated statements of operations.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Deferred Financing Costs</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Costs incurred in connection with debt financing are recorded as deferred financing costs. Deferred financing costs are amortized using a method which approximates the effective interest rate method over the contractual terms of the respective financings.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Revenue Recognition</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Revenue is recognized when four basic criteria are met: persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases may provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Noncontrolling Interest in Consolidated Subsidiaries</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Noncontrolling interests include the portion of consolidated entities that are not owned by the Company, and the KKR net investment of $94.7 million in Series B&#160;Preferred&#160;Units. The Series B Preferred Units have a liquidation preference that is determined as the greater of: (i) $ 100 per unit, plus accrued and unpaid distributions or (ii) the distribution that would be made on number of common shares into which shares of Series B Preferred Units could be converted.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> ASC 810-10-65 <i>Consolidation</i> clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10-65 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.</div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i>Fair Value of Financial Instruments</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> FASB ASC 825-10, <i>&#8220;Financial Instruments,&#8221;</i> requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity&#8217;s assumptions about market participant assumptions used to value an asset or liability.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Level 1.</i> Quoted prices in active markets for identical instruments.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Level 2.</i> Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Level 3.</i> Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of notes payable, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> <b><i>Use of Estimates</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could materially differ from those estimates.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif" align="justify"><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><strong>New Accounting Standards</strong></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif" align="justify">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> In May 2014, the FASB issued ASU No. 2014-09, &#8220;Revenue from Contracts with Customers (Topic 606)&#8221; (&#8220;ASU 2014-09&#8221;). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.&#160;<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>&#160;</div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Impairment of Real Estate Assets and Goodwill</i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Real Estate Assets</i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We assess whether there has been impairment in the value of our investments in real estate whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our portfolio is evaluated for impairment on a property-by-property basis. Indicators of potential impairment include the following:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Change in strategy resulting in a decreased holding period;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Decreased occupancy levels;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Deterioration of the rental market as evidenced by rent decreases over numerous quarters;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Properties adjacent to or located in the same submarket as those with recent impairment issues; and/or</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Symbol">&#8901;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Tenant financial problems.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> During 2014, 2013 and 2012, we did not record any impairment charges related to our investments in real estate. The assessment as to whether our investments in real estate are impaired is highly subjective. The calculations, which are primarily based on discounted cash flow analyses, involve management&#8217;s best estimate of the holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements for each property. A change in any one or more of these factors could materially impact whether a property is impaired as of any given valuation date.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <i>Goodwill</i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The guidance on goodwill impairment requires us to annually test goodwill for impairment under a two-step impairment test or under a qualitative assessment which became optional in 2011. In Step 1 of the two-step test, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting unit based on the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit&#8217;s goodwill. If the carrying value of a reporting unit&#8217;s goodwill exceeds its implied fair value, then the company records an impairment loss equal to the difference.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> For the years ended December 31, 2014 and 2013, the Company performed Step 1 in its evaluation of goodwill. The Company did not record any impairment charges related to our goodwill.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt">The following table summarizes the debt terms and our outstanding principal loan balances as of December 31, 2014&#160;and December 31, 2013:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 7pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Outstanding Principal</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Outstanding Principal</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: bottom"> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Balance as of</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Balance as of</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: bottom"> <td style="BORDER-BOTTOM: black 1pt solid"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Property&#160;Name</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Payment&#160;Type</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Interest&#160;Rate</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>December 31, 2014 <sup style="font-style:normal">(1)</sup></strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>December 31, 2013 <sup style="font-style:normal"> (1)&#160;</sup></strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Maturity&#160;Date</strong></font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="WIDTH: 20%; VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Amber Glen</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 33%; VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 15%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.40%&#151;fixed</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; WIDTH: 7%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,377,000</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; WIDTH: 7%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,503,000</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; WIDTH: 9%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Carriage Court of&#160;Hilliard</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 35-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 2.80%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">13,273,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">13,515,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Nov-47</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Caruth Haven Court</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.43%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">9,417,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">9,551,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jan-20</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Greentree</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,714,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,779,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Forestview Manor</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,433,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,580,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Global Rehab Inpatient Rehab Facility <sup style="font-style:normal"> (2)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.75%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,136,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,248,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">22-Oct-18</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Hedgcoxe Health Plaza</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.90%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">5,407,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">5,492,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">14-Aug-22</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Hudson Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.11%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,753,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,866,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Mesa Vista Inn Health Center <sup style="font-style:normal">(4)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10,000,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,700,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Mill Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.40%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,086,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,208,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Oakleaf Village Portfolio</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 25-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.00%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">19,484,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">20,000,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">26-Nov-18</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">River&#8217;s Edge of Yardley</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,247,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,355,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Rome LTACH</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 25-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.50%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">12,747,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">13,070,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">31-Mar-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Sugar Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.20%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,589,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,703,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">The Oaks Bradenton</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate.</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,936,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">4,004,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Terrace at Mountain Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,433,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,580,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Woodland Terrace at the Oaks <sup style="font-style:normal">(3)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.87%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,995,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,212,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Oct-24</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Woodbury Mews</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 25- year amortization rate&#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 3.00%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">24,889,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">25,000,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">21-Oct-15</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Standish Village</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 5.76%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10,885,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10,885,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jan-24</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Compass on the Bay</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 35-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 3.32%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,823,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Mar-45</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Compass on the Bay 2nd</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 35-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 5.65%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">2,701,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Mar-45</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Live Oaks of Hammond <sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">4,550,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Live Oaks of Slidell<sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,700,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Spring Village at Wildewood<sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,410,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Gables of Hudson<sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">11,375,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Sumter Place</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 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FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both">(3)</div> </td> <td> <div style="CLEAR:both;CLEAR: both">On September 19, 2014, this loan was refinanced with BB&amp;T Real Estate Funding LLC.</div> </td> </tr> </table> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both">(4)</div> </td> <td> <div style="CLEAR:both;CLEAR: both">On November 14, 2014 this loan was refinanced with KeyBank.</div> </td> </tr> </table> <table style="MARGIN-TOP: 0px; FONT: 10pt Times New Roman, Times, Serif; MARGIN-BOTTOM: 0px" cellspacing="0" cellpadding="0" width="100%"> <tr style="VERTICAL-ALIGN: top"> <td style="WIDTH: 0px"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="WIDTH: 0.5in"> <div style="CLEAR:both;CLEAR: both">(5)</div> </td> <td> <div style="CLEAR:both;CLEAR: both">Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million</div> </td> </tr> </table> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0.0332 1 0.45 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif" align="justify"><i><strong>New Accounting Standards</strong></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif" align="justify">&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> In May 2014, the FASB issued ASU No. 2014-09, &#8220;Revenue from Contracts with Customers (Topic 606)&#8221; (&#8220;ASU 2014-09&#8221;). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.&#160;</div> </div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 390000000 (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services. 0.15 0 0 0.010 1600000 500000 0 0 0.02 0.25 4600000 5800000 100000 100000 0.125 (i) one-fourth of 0.15% of our assets under management, calculated on a quarterly basis as of the last day of the quarter, or (ii) $150,000. 2900000 0 0 0 100000 0 0 (i) 1.0% of the sales price of such property or properties, or (ii) one-half of the competitive real estate commission in light of the size, type and location of the property. (i) 6.0% of the aggregate contract sales price of each property or (ii) the competitive real estate commission for each property. 158700000 10993613 0.489 1000 946560 639700 2000000 1000000 0 100000 0.03 0.075 0.060 0.1 10.02 100.00 (i) the sale is cash only, and (ii) the Company or the Operating Partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units. (i) the sale is cash only, and (ii) the Company or the operating partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units. The Transition Agreement limits the amount of the fees payable under our existing Advisory Agreement with the Advisor. Specifically, notwithstanding the provisions of the Advisory Agreement, acquisition fees, financing coordination fees, asset management fees, property management and leasing fees, and disposition fees payable under the Advisory Agreement are limited to an amount no more than (1) $3.2 million plus an excess amount of $3.2 million (the Excess Fee Amount) from February 10, 2013 to February 10, 2014, and (2) $3.2 million plus any remaining portion of the Excess Fee Amount during the period from the February 11, 2014 to February 10, 2015. The maximum aggregate amount of such fees payable to the Advisor from February 10, 2013 through February 10, 2015 under these limits was $9.6 million (the Maximum Fee Amount). 9600000 1000000 A subordinated sales and financings promote may be payable to the Advisor upon a distribution to holders of shares of our common stock outstanding as of February 10, 2013 (the Legacy Common Shares) resulting from a sale and financing of one or more of our assets, which will be determined and paid as an amount of shares of common stock equal to the ratio of: o 10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share cash distributions to the holders of the Legacy Common Shares in respect of cash from sales and financings, plus (ii) the total amount of all previous dividends or distributions paid on the Legacy Common Shares since the date of the inception of the Companys initial public offering; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Companys initial public offering through the date of the closing of the applicable sale or financing on the Legacy Common Shares; over: o the net asset value per share of common stock as of the closing of the applicable sale or financing (as defined in the Transition Agreement). In connection with a termination of the Advisory Agreement upon consummation of an internalization, the Advisor may be entitled to a subordinated internalization promote determined and paid on one-year anniversary of the termination of the Advisor Agreement, in an amount consisting of the sum of: o a cash payment equal to 40% of: 10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share net asset value on the determination date, plus (ii) the total amount of dividends or distributions paid on the Legacy Common Shares from date from inception of the Companys initial public offering through the determination date; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Companys initial public offering through the determination date on the Legacy Common Shares (such amount, the Subordinated Internalization Cash Amount); and an amount of shares of common stock equal to the ratio of: 60% of the Subordinated Internalization Cash Amount; over: the net asset value per share of common stock as of the determination date (as defined in the Transition Agreement). If (1) we terminate the Advisory Agreement prior to an internalization for any reason other than a material breach by the Advisor, (2) the Advisory Agreement is not renewed (other than in connection with an internalization) because we are unwilling to renew the agreement on substantially similar terms, or (3) the Advisor terminates the Advisory Agreement prior to an internalization because of a material breach by us, then, we will pay the Advisor a subordinated performance fee due upon termination, payable in the form of a promissory note bearing simple interest at a rate of 5% per annum, in a principal amount equal to: o 10% of the amount, if any, by which (A) the sum of (i) the product of the Legacy Common Shares times the per share net asset value at the termination date and (ii) total distributions (excluding any stock dividends and distributions paid on shares of common stock redeemed by the Company) paid on the Legacy Common Shares through the termination date, exceeds (B) the sum of (i) the total invested capital for the Legacy Common Shares and (ii) the total distributions required to be made to the Legacy Common Shares in order to pay stockholders a 7% cumulative, non-compounded return from inception of the Companys initial public offering through the termination date; o less any prior payment to our Advisor of a subordinated sales and financings promote. (i) $4.0 million or $3.0 million (depending on when the event occurs), and (ii) the remaining portion of the $9.6 million Maximum Fee Amount, if any, not previously paid to our Advisor. 4100000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <b>5. 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TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">(21,070,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">)</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">(4,138,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">)</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">(15,724,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">)</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">Net</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">42,266,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">306,788,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">8,987,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">11,028,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> As of December&#160;31, 2013, accumulated depreciation and amortization related to investments in real estate and related lease intangibles were as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td style="white-space:nowrap;"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Land</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Buildings and<br/> Improvements</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Furniture,&#160;Fixtures<br/> and Equipment</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Intangible&#160;Lease<br/> Assets</b></div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="WIDTH: 44%"> <div style="CLEAR:both;CLEAR: both">Cost</div> </td> <td style="WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 11%"> <div style="CLEAR:both;CLEAR: both">28,561,000</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 11%"> <div style="CLEAR:both;CLEAR: both">206,720,000</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 11%"> <div style="CLEAR:both;CLEAR: both">7,505,000</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 11%"> <div style="CLEAR:both;CLEAR: both">21,515,000</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 1%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">Accumulated depreciation and amortization</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">-</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">(14,225,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">)</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">(2,762,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">)</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">(12,095,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">)</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">Net</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">28,561,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">192,495,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">4,743,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">9,420,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Depreciation expense associated with buildings and improvements, site improvements and furniture, fixtures and equipment for the years ended December&#160;31, 2014, 2013, and 2012 was approximately $8.2 million, $5.9 million, and $4.5 million, respectively. Amortization associated with the intangible assets for the years ended December&#160;31, 2014, 2013 and 2012 was $3.6 million, $2.8 million, and $2.6 million, respectively.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> The estimated useful lives for intangible assets range from one to 20 years. As of December&#160;31, 2014, the weighted-average amortization period for intangible assets was approximately 11 years.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> Estimated amortization for each of the five following years ended December&#160;31 is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td style="white-space:nowrap; TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div>&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div><b>Intangible Assets</b></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left; WIDTH: 25%"> <div>2015</div> </td> <td style="WIDTH: 2%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 2%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 20%"> <div>4,359,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2016</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>559,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2017</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>557,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2018</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>557,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2019</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>464,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2020 and thereafter</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>4,532,000</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> Estimated amortization for each of the five following years ended December&#160;31 is as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td style="white-space:nowrap; TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="white-space:nowrap; PADDING-BOTTOM: 1pt"> <div>&#160;</div> </td> <td style="white-space:nowrap; BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div><b>Intangible Assets</b></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left; WIDTH: 25%"> <div>2015</div> </td> <td style="WIDTH: 2%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 2%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 20%"> <div>4,359,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2016</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>559,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2017</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>557,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2018</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>557,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2019</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>464,000</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div>2020 and thereafter</div> </td> <td> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div>4,532,000</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0.25 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>Principal payments due on our notes payable as of December&#160;31, 2014 and each of the five subsequent years are as follows:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 10pt Times New Roman, Times, Serif; font-size-adjust: none; font-stretch: normal" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both"><b>Year</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b> &#160;&#160;&#160;&#160;</b></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><b>Principal Amount</b></div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both"><b>&#160;</b></div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left; WIDTH: 52%"> <div style="CLEAR:both;CLEAR: both">2015</div> </td> <td style="WIDTH: 3%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 3%"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="TEXT-ALIGN: right; WIDTH: 40%"> <div style="CLEAR:both;CLEAR: both">27,551,000</div> </td> <td style="TEXT-ALIGN: left; WIDTH: 2%"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">2016</div> </td> <td> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">2,788,000</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">2017</div> </td> <td> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">79,528,000</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">2018</div> </td> <td> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">27,133,000</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">2019</div> </td> <td> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">67,744,000</div> </td> <td style="TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: white; VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">2020 and thereafter</div> </td> <td style="PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 1pt solid; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">71,681,000</div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 1pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> <tr style="BACKGROUND-COLOR: rgb(204,238,255); VERTICAL-ALIGN: bottom"> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: left"> <div style="CLEAR:both;CLEAR: both">$</div> </td> <td style="BORDER-BOTTOM: black 2.5pt double; TEXT-ALIGN: right"> <div style="CLEAR:both;CLEAR: both">276,425,000<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </td> <td style="TEXT-ALIGN: left; PADDING-BOTTOM: 2.5pt"> <div style="CLEAR:both;CLEAR: both">&#160;</div> </td> </tr> </table> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 94800000 <div style="MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> <strong>7. Notes Payable</strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> Notes payable were $276.4 million ($276.5 million, including premium) and $181.3 million ($181.7 million, including premium) as of December&#160;31, 2014 and 2013, respectively. As of December&#160;31, 2014, we had total secured mortgage loans with effective interest rates ranging from 2.80% to 6.43%&#160;per annum and a weighted-average effective interest rate of 4.13%&#160;per annum. As of December&#160;31, 2014, we had $156.4 million of fixed rate debt, or 57% of notes payable, at a weighted average interest rate of 4.89%&#160;per annum and $120.0 million of variable rate debt, or 43% of notes payable, at a weighted average interest rate of 3.15%&#160;per annum. As of December&#160;31, 2013, we had fixed and variable rate mortgage loans with effective interest rates ranging from 2.80% to 6.50%&#160;per annum and a weighted average effective interest rate of 4.91%&#160;per annum.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On April 4, 2014, the Company acquired a 95% interest in the SLR Joint Venture subject to existing indebtedness of two loans that totaled approximately $6.6 million ($6.3 million, net of discount). The Company assumed one note payable in the amount of approximately $3.9 million with a fixed 3.32% rate of interest and a 35 year term. In addition, the Company assumed a second note payable in the amount of approximately $2.7 million with a fixed 5.65% rate of interest and a 35 year term. These notes payable are secured by the underlying real estate.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On August 19, 2014, in connection with the acquisition of St. Andrews Village, we entered into a mortgage agreement with CBRE Capital Markets, Inc. (&#8220;CBRE&#8221;), an unaffiliated lender, with an outstanding principal balance of approximately $30.2 million, which is secured by St. Andrews Village. The note has a term of nine years with the first two years at a floating interest rate of the one month LIBOR plus 3.07% and the remaining seven years at a fixed rate of interest of 4.64%. Loan payments are interest only for the first four years and thereafter include principal amortization based on a 30-year amortization period.</div> &#160; <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On November 14, 2014, the company entered into a secured loan agreement with KeyBank National Association, Inc. (&#8220;KeyBank&#8221;), an unaffiliated lender, in the aggregate amount of $38.035 million. The loan represents a refinancing of the loan on Mesa Vista Inn Health Center (&#8220;MVI&#8221;) as well as a loan in connection with the acquisition of Live Oaks of Hammond, Live Oaks of Slidell, Spring Village at Wildewood, and Gables of Hudson. As of December 31, 2014, a total of $36.035 million was drawn on the loan where the outstanding principal related to MVI is $10.0 million, Live Oaks of Hammond is $4.55 million, Live Oaks of Slidell is $3.7 million, Spring Village at Wildewood is $6.41 million, and Gables of Hudson is $11.375 million. The loan has an initial term of three years with an option to extend the maturity date one year and a floating interest rate of one-month LIBOR plus 2.75% subject to increase in certain circumstances. Loan payments are interest only until the maturity date.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On December 31, 2014, in connection with the acquisition of a senior living community in The Villages, Florida (&#8220;Sumter Place&#8221;), we entered into a mortgage agreement with KeyBank with an outstanding principal balance of approximately $28.9 million, which is secured by Sumter Place. The loan has a term of three years at a floating interest rate of one month LIBOR plus 3.15% subject to increase in certain circumstances. Loan payments are interest only for the initial three year term. We have the right to make prepayments on the loan, in whole or in part, without prepayment penalty provided that the minimum repayment is in increments of at least $500,000. We have an extension option for a single one-year term in which the payments would include principal amortization based on a 30-year amortization period.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On December 5, 2013, in connection with our acquisition of an interest in Standish Village, we entered into a mortgage agreement with CBRE with an outstanding principal balance of approximately $10.9 million, which is secured by Standish Village. The loan has an initial term of ten years, and bears interest at a fixed rate of 5.76%. Payments on the loan are due monthly and consist of accrued interest-only during the initial 48 months, and the remaining payments will consist of interest plus principal amortization payments based upon a 25-year amortization schedule.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On November 26, 2013, the Company completed a refinancing of the&#160;Oakleaf Village Portfolio. Proceeds from the&#160;refinancing of $20.0 million exceeded the debt repaid and loan fees and expenses by approximately $2.0 million. The loan is secured by first priority liens on the refinanced properties. The loan has a five-year term with the rate of interest fixed at 4.0% and payments of principal on a 25-year amortization rate. In connection with the closing of the loan, the Company recognized a loss on debt extinguishment in the amount of $0.4 million, which is included in loss on debt extinguishment and other expense in the accompanying consolidated statements of operations.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> On October 21, 2013, in connection with our acquisition of Woodbury Mews, we entered into a mortgage agreement with KeyBank with an outstanding principal balance of approximately $25.0 million, which is secured by Woodbury Mews. The loan had an initial term of twelve months with two twelve-month extensions available assuming certain criteria are met, and bears interest at a rate of one month LIBOR plus 3.0%. Payments on the loans are due monthly and consist of accrued interest-only during the initial term. If the extension option is exercised, payments will consist of interest plus principal amortization payments based upon a 25-year amortization schedule. This loan has been extended for an additional twelve month term.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0.5in; MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0px; FONT: 10pt Times New Roman, Times, Serif"> We are required by the terms of the applicable loan documents to meet certain financial covenants, such as debt service coverage ratios, rent coverage ratios and reporting requirements. As of December 31, 2014, we were in compliance with all such covenants and requirements, with the exception of Woodbury Mews.</div> &#160; <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> At December 31, 2014, the average Woodbury Mews occupancy was below the minimum loan requirement, violating a covenant of this loan. Our lender has waived compliance with this covenant for the quarter ended December 31, 2014. In the event that the Company is not in compliance with this covenant in future periods and is unable to obtain a consent or waiver, KeyBank may choose to pursue remedies under the loan which could include foreclosure of the Woodbury Mews Property and enforcement of the Company&#8217;s guarantee of up to 25% of the loan balance.</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> The following table summarizes the debt terms and our outstanding principal loan balances as of December 31, 2014&#160;and December 31, 2013:</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;CLEAR: both"> &#160;</div> <table style="WIDTH: 100%; BORDER-COLLAPSE: collapse; FONT: 7pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: bottom"> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Outstanding Principal</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Outstanding Principal</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: bottom"> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Balance as of</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: center" colspan="2"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong>Balance as of</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> </tr> <tr style="VERTICAL-ALIGN: bottom"> <td style="BORDER-BOTTOM: black 1pt solid"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Property&#160;Name</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Payment&#160;Type</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"><strong> Interest&#160;Rate</strong></font></div> </td> <td> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: black 1pt solid; 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VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Amber Glen</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 33%; VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 15%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.40%&#151;fixed</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; WIDTH: 7%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,377,000</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; WIDTH: 7%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,503,000</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="WIDTH: 1%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; WIDTH: 9%; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Carriage Court of&#160;Hilliard</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 35-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 2.80%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">13,273,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">13,515,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Nov-47</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Caruth Haven Court</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.43%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">9,417,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">9,551,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jan-20</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Greentree</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,714,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,779,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Forestview Manor</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,433,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,580,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Global Rehab Inpatient Rehab Facility <sup style="font-style:normal"> (2)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.75%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,136,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,248,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">22-Oct-18</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Hedgcoxe Health Plaza</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.90%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">5,407,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">5,492,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">14-Aug-22</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Hudson Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.11%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,753,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,866,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Mesa Vista Inn Health Center <sup style="font-style:normal">(4)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10,000,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,700,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Mill Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.40%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,086,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,208,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Oakleaf Village Portfolio</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 25-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.00%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">19,484,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">20,000,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">26-Nov-18</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">River&#8217;s Edge of Yardley</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,247,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,355,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Rome LTACH</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 25-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.50%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">12,747,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">13,070,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">31-Mar-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Sugar Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 6.20%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,589,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">7,703,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jun-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">The Oaks Bradenton</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate.</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,936,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">4,004,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Terrace at Mountain Creek</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.45%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,433,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,580,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jul-19</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Woodland Terrace at the Oaks <sup style="font-style:normal">(3)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 4.87%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">8,995,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,212,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Oct-24</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Woodbury Mews</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 25- year amortization rate&#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 3.00%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">24,889,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">25,000,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">21-Oct-15</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Standish Village</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 5.76%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10,885,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10,885,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Jan-24</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Compass on the Bay</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 35-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 3.32%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,823,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Mar-45</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Compass on the Bay 2nd</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Principal and interest at a 35-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif"> 5.65%&#151;fixed</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">2,701,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">1-Mar-45</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Live Oaks of Hammond <sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">4,550,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Live Oaks of Slidell<sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">3,700,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Spring Village at Wildewood<sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">6,410,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: #cceeff"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Gables of Hudson<sup style="font-style:normal">(5)</sup></font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 2.75%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">11,375,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">-</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">10-Nov-17</font></div> </td> </tr> <tr style="BACKGROUND-COLOR: white"> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Sumter Place</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: top"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">Interest only; 30-year amortization rate</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">One month LIBOR + 3.15%</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">28,860,000</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-SIZE: 7pt"> &#160;</font></div> </td> <td style="VERTICAL-ALIGN: bottom"> <div style="CLEAR:both;CLEAR: both"><font style="FONT-FAMILY:Times New Roman, Times, Serif">$</font></div> </td> <td style="TEXT-ALIGN: right; 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The Advisory Agreement was renewed for additional one-year terms commencing on January 1, 2013, January 1, 2014, and January 1, 2015, however, as discussed below under the heading &#8220;<i>Transition to Internal Management Agreement</i>&#8221; certain provisions of the Advisory Agreement have been amended as a result of the execution on February 10, 2013 of a Transition to Internal Management Agreement which was subsequently amended in April 2014 and February 2015 (as amended, the &#8220;Transition Agreement&#8221;) with the Advisor.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Pursuant to the provisions of the Advisory Agreement, the Advisor is responsible for managing, operating, directing and supervising the operation of our company and its assets. Generally, the Advisor is responsible for providing us with (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services. The Advisor is subject to the supervision and ultimate authority of our board of directors and has a fiduciary duty to us and our stockholders.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The fees and expense reimbursements payable or paid to the Advisor under the Advisory Agreement, and subject to the terms of the Transition Agreement, as discussed below under the heading &#8220;<i>Transition to Internal Management Agreement</i>,&#8221; are described below.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Offering Stage Fees and Expenses:</font></u></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 12pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">If our board of directors determines that it is advisable and in our best interests to conduct an offering of our securities, the Advisor will be entitled to be reimbursed for organizational and offering costs paid by the Advisor on our behalf. Organizational and offering costs consist of all expenses (other than sales commissions and the dealer manager fees) to be paid by us in connection with our offerings, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable offering expenses. However, the Advisor would be required to reimburse us to the extent that our organization and offering expenses are in excess of 15% of gross offering proceeds at the conclusion of such offering. During the years ended December 31, 2014 and 2013, the Advisor incurred no organization and offering expenses on our behalf.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Acquisition and Operating Stage Fees and Expenses:</font></u></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Subject to the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor acquisition fees in an amount equal to 1.0% of the sum of the amount actually paid or allocated to the purchase, development, construction or improvement of an investment, inclusive of the acquisition expenses associated with such investment, and the amount of any debt attributable to such investment. With respect to acquisitions made through a joint venture in which the Company is a co-venturer, the acquisition fee payable to the Advisor will be equal to 1.0% of the Company&#8217;s allocable portion of the amount actually paid or allocated to the purchase, development, construction or improvement of the investment, inclusive of the acquisition expenses associated with such investment, and the Company&#8217;s allocable portion of any debt attributable to such investment. An acquisition fee will be payable to the Advisor at the time we acquire the related investment. In addition, we are required to reimburse the Advisor for direct costs the Advisor incurs and pays to third parties in connection with the selection and acquisition of potential investments, whether or not we ultimately acquire them. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $1.6 million and $0.5 million, respectively, of acquisition fees from us and incurred no acquisition expenses on our behalf.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.5in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">We are not required to reimburse the Advisor or its affiliates for any of their costs or expenses that are not directly attributable to our business, including without limitation (i) any personnel costs incurred by the Advisor to its employees, and (ii) any costs related to the Advisor&#8217; rent, utilities and general overhead. We are responsible for paying directly or reimbursing the Advisor for costs that are directly attributable to our business.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.5in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Under the Advisory Agreement, the Advisor must restrict total operating expenses for the preceding four consecutive fiscal quarters, as determined at the end of each fiscal quarter, to the greater of 2% of the Company&#8217;s Average Invested Assets (as defined in the Advisory Agreement) or 25% of the Company&#8217;s net income for such period (the &#8220;2%/25% Guidelines&#8221;), unless the independent directors committee determines that a higher level of expenses is justified, based on unusual and non-recurring factors which it deems sufficient. If the independent directors committee does not approve such excess as being so justified, the Advisory Agreement and our charter require that any amount in excess of the 2%/25 Guidelines (an &#8220;Excess Amount&#8221;) paid to the Advisor during a fiscal quarter shall be repaid to us. For the four quarters ended December 31, 2014 and December 31, 2013, our management fees and expenses and operating expenses totaled $5.8 million and $4.6 million, respectively. These amounts did not exceed the greater of 2% of our average invested assets and 25% of our net income.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;&#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor a financing coordination fee for services rendered by the Advisor in connection with the refinancing of any of our debt obligations in an amount equal to 0.5% of the gross amount of any such refinancing, provided however, that the Advisor will not be entitled to a financing coordination fee in connection with the refinancing of debt obligations secured by any particular asset that was subject to a refinancing in connection with which the Advisor received a financing coordination fee within the immediately preceding three year period. Any such financing coordination fee is payable to the Advisor upon the closing of the related refinancing. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $0.1 million&#160;of financing coordination fees from us.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.5in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor a monthly asset management fee in an amount equal to one-twelfth of 1.0% of our assets under management, calculated on a monthly basis as of the last day of each month. Additionally, subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, with respect to fiscal quarters in which distributions declared to stockholders and cash available for distribution for such fiscal quarter are each at least $0.125 per share, we are also obligated to pay the Advisor a quarterly bonus asset management fee equal to the lesser of (i) one-fourth of 0.15% of our assets under management, calculated on a quarterly basis as of the last day of the quarter, or (ii) $150,000. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $4.1 million and $2.9 million, respectively, of asset management fees from us.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.5in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Subject to the limitation on fees agreed to in the Transition Agreement, if we retain the Advisor or one of its affiliates to manage or lease any of our properties, we will pay the Advisor or such affiliate a market-based fee in accordance with a separately negotiated property management, leasing and development agreement to be approved by the independent directors committee, which agreement may provide for fees similar to what other management or leasing companies generally charge for the management or leasing of similar properties, and which may include reimbursement for the costs and expenses the Advisor or its affiliates incurs in managing or leasing our properties. During the years ended December 31, 2014 and 2013, we did not pay any property management, leasing or development fees to the Advisor.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Listing/ Liquidation Stage Fees and Expenses:</font></u></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.5in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Subject to the limitation on fees agreed to in the Transition Agreement, if the Advisor or one of its affiliates provides a substantial amount of the services (as determined by a majority of our directors, including a majority of our independent directors committee) in connection with the sale of one or more of our properties, other than a sale in connection with a transaction in which we sell, grant, convey or relinquish our ownership of all or substantially all of our assets, we would be required to pay the Advisor or such affiliate at closing a disposition fee equal to the lesser of (i) 1.0% of the sales price of such property or properties, or (ii) one-half of the competitive real estate commission in light of the size, type and location of the property. The disposition fee may be paid in addition to real estate commissions paid to non-affiliates, provided that the total real estate commissions (including such disposition fee) paid to all persons by us for each property shall not exceed an amount equal to the lesser of (i) 6.0% of the aggregate contract sales price of each property or (ii) the competitive real estate commission for each property. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $0.0 million and $0.1 million, respectively, of disposition fees from us.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.5in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: Symbol; FONT-SIZE: 10pt"> &#183;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">As described in further detail below under &#8220;<i>Transition to Internal Management Agreement</i>&#8221; under certain circumstances, the Advisor may be entitled to incentive fee amounts upon a listing or liquidation of the Company, or upon a termination of the Advisory Agreement. During the years ended December 31, 2014 and 2013, we did not pay any incentive fees to the Advisor related to a listing or liquidation of the Company, or a termination of the Advisory Agreement.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Transition to Internal Management Agreement</font></i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">In connection with entering into the KKR Equity Commitment, we entered into the Transition Agreement with the Advisor and the Investor. The Transition Agreement sets forth the terms for our transition from our current externally-advised structure to an internal management structure. The Transition Agreement provides that the existing external advisory structure will remain in place upon substantially the same terms as currently in effect until February 10, 2017, subject to annual renewals of the Advisory Agreement in accordance with the requirements of the Company&#8217;s governing documents, at the end of which time the advisory function will be internalized in accordance with the Transition Agreement.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The Transition Agreement limits the amount of the fees payable under our existing Advisory Agreement with the Advisor. Specifically, notwithstanding the provisions of the Advisory Agreement, acquisition fees, financing coordination fees, asset management fees, property management and leasing fees, and disposition fees payable under the Advisory Agreement are limited to an amount no more than (1) $3.2 million plus an excess amount of $3.2 million (the &#8220;Excess Fee Amount&#8221;) from February 10, 2013 to February 10, 2014, and (2) $3.2 million plus any remaining portion of the Excess Fee Amount during the period from the February 11, 2014 to February 10, 2015. The maximum aggregate amount of such fees payable to the Advisor from February 10, 2013 through February 10, 2015 under these limits was $9.6 million (the &#8220;Maximum Fee Amount&#8221;). Solely with respect to any fees earned by the Advisor during the period from February 11, 2014 to February 10, 2015 in excess of the Maximum Fee Amount, such fees will be included in fees payable during the one-year period from February 11, 2015 to February 10, 2016, subject to a maximum amount of $1.0 million. For the one-year period from February 11, 2015 to February 10, 2016, as well as for the one-year period from February 11, 2016 to February 10, 2017, the same limits will apply to the aggregate fees the Advisor can earn such that the aggregate amount of such fees payable to the Advisor from February 11, 2015 to February 10, 2017 is equal to the Maximum Fee Amount.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The Transition Agreement also amends the Advisory Agreement to modify the terms of the subordinated incentive fees to which the Advisor may be entitled under certain circumstances. Specifically, the Transition Agreement provides for the following possible incentive amounts to be payable to the Advisor:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.5in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="48"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#8226;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Subordinated Sales and Financings Promote</font></i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">. A subordinated sales and financings promote may be payable to the Advisor upon a distribution to holders of shares of our common stock outstanding as of February 10, 2013 (the &#8220;Legacy Common Shares&#8221;) resulting from a sale and financing of one or more of our assets, which will be determined and paid as an amount of shares of common stock equal to the ratio of:</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.25in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="96"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> o</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share cash distributions to the holders of the Legacy Common Shares in respect of cash from sales and financings, plus (ii) the total amount of all previous dividends or distributions paid on the Legacy Common Shares since the date of the inception of the Company&#8217;s initial public offering; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company&#8217;s initial public offering through the date of the closing of the applicable sale or financing on the Legacy Common Shares;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt 1in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 1in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> over:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.25in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="96"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> o</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">the net asset value per share of common stock as of the closing of the applicable sale or financing (as defined in the Transition Agreement).</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">However, if the subordinated sales and financings promote is payable as the result of a sale of all or substantially all of the assets of the Company, then the promote will be paid in cash rather than shares of common stock.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.5in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="48"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#8226;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Subordinated Internalization Promote</font></i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">. In connection with a termination of the Advisory Agreement upon consummation of an internalization, the Advisor may be entitled to a subordinated internalization promote determined and paid on one-year anniversary of the termination of the Advisor Agreement, in an amount consisting of the sum of:</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.25in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="96"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> o</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">a cash payment equal to 40% of:</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1.5in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="144"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#8226;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share net asset value on the determination date, plus (ii) the total amount of dividends or distributions paid on the Legacy Common Shares from date from inception of the Company&#8217;s initial public offering through the determination date; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company&#8217;s initial public offering through the determination date on the Legacy Common Shares (such amount, the &#8220;Subordinated Internalization Cash Amount&#8221;); and</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">an amount of shares of common stock equal to the ratio of:&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1.5in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="144"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#8226;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; 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WIDTH: 1.5in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="144"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#8226;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">the net asset value per share of common stock as of the determination date (as defined in the Transition Agreement).</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">However, in the event the common stock is listed on a national stock exchange as of the determination date, the amount of the subordinated internalization promote will be determined by reference to the market value of a share of common stock (as defined in the Transition Agreement), rather than the net asset value. Furthermore, the amount of the subordinated internalization promote will be reduced by the amount of any subordinated sales and financings promote previously earned by our Advisor.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.5in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="48"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#8226;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Subordinated Performance Fee Due Upon Termination</font></i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">. If (1) we terminate the Advisory Agreement prior to an internalization for any reason other than a material breach by the Advisor, (2) the Advisory Agreement is not renewed (other than in connection with an internalization) because we are unwilling to renew the agreement on substantially similar terms, or (3) the Advisor terminates the Advisory Agreement prior to an internalization because of a material breach by us, then, we will pay the Advisor a subordinated performance fee due upon termination, payable in the form of a promissory note bearing simple interest at a rate of 5% per annum, in a principal amount equal to:</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: -0.25in; MARGIN: 0in 0in 0pt 1.25in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="96"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> o</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">10% of the amount, if any, by which (A) the sum of (i) the product of the Legacy Common Shares times the per share net asset value at the termination date and (ii) total distributions (excluding any stock dividends and distributions paid on shares of common stock redeemed by the Company) paid on the Legacy Common Shares through the termination date, exceeds (B) the sum of (i) the total invested capital for the Legacy Common Shares and (ii) the total distributions required to be made to the Legacy Common Shares in order to pay stockholders a 7% cumulative, non-compounded return from inception of the Company&#8217;s initial public offering through the termination date;</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt 0.75in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <table style="clear:both;WIDTH: 100%; FONT-SIZE: 10pt" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 1in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="96"> <div style="CLEAR:both;CLEAR: both"></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; WIDTH: 0.25in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top" width="24"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> o</font></div> </td> <td style="BORDER-BOTTOM: #d4d0c8; BORDER-LEFT: #d4d0c8; PADDING-BOTTOM: 0in; BACKGROUND-COLOR: transparent; PADDING-LEFT: 0in; PADDING-RIGHT: 0in; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; PADDING-TOP: 0in" valign="top"> <div style="CLEAR:both;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">less any prior payment to our Advisor of a subordinated sales and financings promote.</font></div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Upon the internalization date established pursuant to the Transition Agreement, we will acquire all of the Advisor&#8217;s assets that are reasonably necessary for the management and operation of our business (we refer to such a transaction as an internalization). On or prior to the internalization date, our Advisor will facilitate our efforts to hire the employees of the Advisor. With respect to certain key persons, we will be required to enter into employment agreements based upon market terms established in consultation with an independent compensation consultant. The Investor will have the right to consent to our hiring of all key personnel. Upon an internalization or a Liquidation Event (as defined in the investor rights agreement entered into in connection with the KKR Equity Commitment), then our Advisor will receive a fee in an amount that is the lesser of (i) $4.0 million or $3.0 million (depending on when the event occurs), and (ii) the remaining portion of the $9.6 million Maximum Fee Amount, if any, not previously paid to our Advisor.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">In connection with entering into the Transition Agreement, we and the Advisor have generally agreed not to terminate the Advisory Agreement without the prior consent of the Investor.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <b><i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">KKR Equity Commitment</font></i></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of three years, up to $158.7 million in aggregate issuance amount of shares of newly issued Series C Preferred Stock and newly issued Series B Preferred Units to fund real estate acquisitions, a self-tender offer and the origination of a development loan. As a result of the transactions contemplated by the KKR Equity Commitment, the Investor currently beneficially owns an aggregate of 10,993,613 shares of common stock of the Company, which represent, in the aggregate, approximately, 48.9% of the outstanding shares of common stock as of March 15, 2015.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">As of December 31, 2014, pursuant to the terms of the KKR Equity Commitment, the Investor has purchased 1,000 newly issued Series C Preferred Stock and 946,560 newly issued Series B Preferred Units for an aggregate purchase price of $94.8 million. As of December 31, 2014, 639,700 Series B Preferred Units remain issuable under the Securities Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Securities Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed investment opportunity.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> Securities Purchase Agreement</font></u></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">On February 10, 2013, the Company, and the Operating Partnership (as used herein, the Company and the Operating Partnership are referred to as the &#8220;Sentio Parties&#8221;) and the Investor entered into a Securities Purchase Agreement which was subsequently amended in April 2014 and December 2014 (as amended, the &#8220;Purchase Agreement&#8221;). Under the Purchase Agreement, the Sentio Parties may issue and sell to the Investor on a private placement basis from time to time over a period of up to three years, newly issued Series C Preferred Stock and newly issued Series B Preferred Units in an amount up to $158.7 million.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">In conjunction with the execution of the Purchase Agreement, the Sentio Parties paid to Investor a transaction fee of $2.0 million and were obligated to reimburse the Investor for up to $1.0 million of its expenses incurred in connection with the Purchase Agreement. With limited exceptions, the Sentio Parties are restricted from issuing securities other than in accordance with the Purchase Agreement while the put rights under the Purchase Agreement are in effect.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">To the extent the minimum purchase obligation is not exercised during the term of the commitment, the Sentio Parties are required to pay a premium to the Investor calculated and payable annually as a percentage of the unexercised amount under the commitment. For the years ended December 31, 2014 and 2013, we paid the Investor an unused fee of $0.1 million&#160;and $0.0 million, respectively.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Pursuant to the Purchase Agreement, our board of directors increased the size of the board from seven to nine members and filled the vacancies created thereby with two directors selected by the Investor. We will also, at the Investor&#8217;s sole election, add one additional director (for a total of ten directors), which director will also be selected by the Investor.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <i><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Series C Preferred Stock</font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The Series C Preferred Stock issued to the Investor pursuant to the Purchase Agreement ranks senior to the Company&#8217;s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Shares will be entitled to receive dividends, as and if authorized by the board out of funds legally available for that purpose, at an annual rate equal to 3%.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The holder of each share of Series C Preferred Stock has the right to one vote for each share of As-Converted Common Stock (defined below) held by such holder and its affiliates and with respect to such vote, such holder will have full voting rights and powers equal to the voting rights and powers of the holders of the Company&#8217;s common stock, and will be entitled to notice of any shareholders&#8217; meeting in accordance with the bylaws of the Company, and shall be entitled to vote, together with holders of common stock as a single class, with respect to any question upon which holders of common stock have the right to vote, with certain limited exceptions. &#8220;As-Converted Common Stock&#8221; means, as of any determination date and with respect to any holder, the number of shares of Common Stock then held by such holder and its affiliates after giving effect to the conversion or exchange, in accordance with their terms, of any and all securities then convertible or exchangeable, directly or indirectly, into common stock.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Amended Partnership Agreement</font></u></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">On April 5, 2013, the Company, HPC LP TRS, LLC and the Investor entered a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership which was subsequently amended on December 22, 2014 (as amended, the &#8220;Amended Partnership Agreement&#8221;). The Amended Partnership Agreement authorizes the issuance of the Series B Preferred Units to the Investor. The Series B Preferred Units rank senior to the Partnership&#8217;s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units related to the acquisition of an Approved Acquisition (as defined in the Purchase Agreement) will receive cash distributions at an annual rate equal to 7.5% in preference to any distributions paid to common units. Provided, however, that any Series B Preferred Units issued in connection with a put exercise for a construction loan will receive cash distributions at a reduced annual rate equal to 6.0% in preference to any distributions paid to common units. In addition, the preferred return for a put exercise for a construction loan will be calculated based solely on the exercise put amount related to the construction loan put exercise that has been funded as opposed to the full amount of Series B Preferred Units outstanding. If the Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10%. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate blended return equal to the weighted average of the return being paid to Series B Preferred Units in annual distributions from the Effective Date, and thereafter to the common units and Series B Preferred Units pro rata. In the event of a liquidation of the Operating Partnership, the Investor would receive an amount equal to the greater of (a) the amount paid to acquire securities under the Purchase Agreement plus all accrued and unpaid distributions or (b) the amount the Investor would be entitled to receive in the transaction if the Series B Preferred Units were converted into common units of the Partnership (excluding any unpaid distribution to holders of common units, to which the holders of common units alone are entitled).</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Each Series B Preferred Unit has an initial issuance value of $100.00 per unit and is convertible into a number of common units of Partnership interest equal to the issuance value of such Series B Preferred Unit divided by the applicable conversion price as determined in accordance with the terms of the Amended Partnership Agreement. The initial conversion price is $10.02. The Investor may exchange common units for shares of the Company&#8217;s common stock, at an initial exchange factor of 1 to 1, subject to proportional adjustment for stock splits, stock dividends, cash dividends, merger, recapitalizations and other similar events by the Company or the Partnership. The Partnership Agreement requires that the Company and the Partnership receive the Investor&#8217;s consent before taking certain actions.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The Amended Partnership Agreement permits the Operating Partnership to engage in a sale of the assets or equity of the Operating Partnership without the consent of the Investor, which would otherwise be required under the Second Amended and Restated Limited Partnership Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the Operating Partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <u><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Investor Rights Agreement</font></u></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">On February 10, 2013, the Company, the Operating Partnership, and the Investor entered into an Investor Rights Agreement, which was subsequently amended in December 2014 (as amended, the &#8220;Investor Rights Agreement&#8221;) that provides the Investor, its affiliates and their respective permitted transferees with certain rights as a holder of Series C Preferred Stock and Series B Preferred Units. More specifically, the Investor Rights Agreement provides such holders with preemptive rights to participate in future equity issuances by the Company, subject to customary exceptions. Additionally, the Investor Rights Agreement contains certain significant minority protections that require the Investor&#8217;s consent before taking certain actions. Under the Investor Rights Agreement, the Sentio Parties are also prohibited from incurring indebtedness other than property-level mortgage refinancing, subject to certain limitations.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; TEXT-INDENT: 0.5in; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;LINE-HEIGHT: normal; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The Investor Rights Agreement includes standstill provisions prohibiting the Investor from acquiring additional securities of the Company or the Partnership other than in accordance with the Purchase Agreement (subject to the pre-emptive rights described above) until February 10, 2016. The Investor Rights Agreement contains customary registration rights requiring the Company to register the shares of Series C Preferred Stock and common stock held by the Investor as a result of exchange of its Series B Preferred Units for resale to the public from time to time, in defined circumstances and within defined deadlines as set forth in the Investor Rights Agreement. The Company is also required, upon demand by the Investor in accordance with the Investor Rights Agreement, to register one or more primary offerings of newly issued common stock and to use the proceeds from such offerings to redeem partnership units held by the Investor. Beginning on July 1, 2017, the Investor, at its sole option, will have the ability to cause us to initiate a listing of the Company&#8217;s common stock, a sale of the Company, or a process to sell all or substantially all of our assets subject to specific terms and conditions.</font></div> &#160; <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-INDENT: 0in; MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif"> The Investor Rights Agreement permits the Company to engage in a sale of the assets or equity of the Operating Partnership and the Company without the consent of the Investor, which would otherwise be required under the Investor Rights Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the operating partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.</div> </div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> Represents the carrying value of the Company’s investment in each unconsolidated entity. These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity’s performance. On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014. On October 2, 2014, through a wholly-owned subsidiary, we acquire a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014. The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012. On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014. Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale. The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012. This balance represents an earnout liability the sellers of Gables of Hudson are entitled to based on a net operating income threshold. The earliest period of the earnout will be twelve months after the acquisition date and will expire (if not achieved) 36 months after close. This balance represents the fair value of the above market ground lease associated with the land in the Sumter Place acquisition. The aggregate cost of real estate for federal income tax purposes was $390.0 million. Please see Note 3 to our consolidated financial statements for information regarding useful lives used for depreciation and amortization. As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate. On October 22, 2013, this loan was modified to reduce the interest rate from a variable rate of 6.25% to a fixed rate of 4.75%. On November 14, 2014 this loan was refinanced with KeyBank. On September 19, 2014, this loan was refinanced with BB&T Real Estate Funding LLC. Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of equity issuances or from borrowings in anticipation of future cash flow. 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Acquisitions (Details) (USD $)
Dec. 31, 2014
Sumter Place [Member]  
Business Acquisition [Line Items]  
Land $ 0us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember
Buildings and improvements 46,013,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember
Furniture, fixtures and vehicles 1,454,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember
Intangible assets 2,007,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember
Intangible liability (974,000)ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember		 [1]
Contingent Liability 0us-gaap_BusinessCombinationContingentConsiderationLiability
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember		 [2]
Real estate acquisition 48,500,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember
Acquisition expenses 703,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SumterPlaceMember
Gables of Hudson [Member]  
Business Acquisition [Line Items]  
Land 974,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember
Buildings and improvements 15,363,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember
Furniture, fixtures and vehicles 1,101,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember
Intangible assets 1,089,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember
Intangible liability 0ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember		 [1]
Contingent Liability (1,777,000)us-gaap_BusinessCombinationContingentConsiderationLiability
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember		 [2]
Real estate acquisition 16,750,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember
Acquisition expenses 272,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_GablesOfHudsonMember
The Villages at Wildewood [Member]  
Business Acquisition [Line Items]  
Land 683,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember
Buildings and improvements 8,451,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember
Furniture, fixtures and vehicles 455,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember
Intangible assets 61,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember
Intangible liability 0ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember		 [1]
Contingent Liability 0us-gaap_BusinessCombinationContingentConsiderationLiability
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember		 [2]
Real estate acquisition 9,650,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember
Acquisition expenses 340,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_VillagesAtWildewoodMember
Live Oaks Village of Hammond [Member]  
Business Acquisition [Line Items]  
Land 694,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember
Buildings and improvements 5,619,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember
Furniture, fixtures and vehicles 235,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember
Intangible assets 437,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember
Intangible liability 0ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember		 [1]
Contingent Liability 0us-gaap_BusinessCombinationContingentConsiderationLiability
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember		 [2]
Real estate acquisition 6,985,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember
Acquisition expenses 151,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfHammondMember
Live Oaks Village of Slidell [Member]  
Business Acquisition [Line Items]  
Land 476,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfSlidellMember
Buildings and improvements 4,547,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfSlidellMember
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/ us-gaap_BusinessAcquisitionAxis
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Intangible assets 419,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
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Intangible liability 0ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
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Contingent Liability 0us-gaap_BusinessCombinationContingentConsiderationLiability
/ us-gaap_BusinessAcquisitionAxis
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Real estate acquisition 5,715,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
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/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_LiveOaksVillageOfSlidellMember
St. Andrews Village [Member]  
Business Acquisition [Line Items]  
Land 5,351,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_StAndrewsVillageMember
Buildings and improvements 35,444,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_StAndrewsVillageMember
Furniture, fixtures and vehicles 1,121,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_StAndrewsVillageMember
Intangible assets 584,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_StAndrewsVillageMember
Intangible liability 0ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
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= ck0001378774_StAndrewsVillageMember		 [1]
Contingent Liability 0us-gaap_BusinessCombinationContingentConsiderationLiability
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Real estate acquisition 42,500,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
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Acquisition expenses 704,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_StAndrewsVillageMember
Compass on the Bay [Member]  
Business Acquisition [Line Items]  
Land 5,551,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember
Buildings and improvements 4,825,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember
Furniture, fixtures and vehicles 392,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember
Intangible assets 652,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember
Intangible liability 0ck0001378774_BusinessCombinationRecognizedIdentifiableLiabilitiesAcquiredAndAssetsAssumedIndefiniteLivedIntangibleLiabilities
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember		 [1]
Contingent Liability 0us-gaap_BusinessCombinationContingentConsiderationLiability
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember		 [2]
Real estate acquisition 11,420,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember
Acquisition expenses 289,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_CompassOnBayMember
Woodbury Mews [Member]  
Business Acquisition [Line Items]  
Land 2,267,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
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= ck0001378774_WoodburyMewsMember
Buildings and improvements 28,754,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
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= ck0001378774_WoodburyMewsMember
Furniture, fixtures and vehicles 1,366,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsMember
Intangible assets 5,739,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
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Real estate acquisition 38,126,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
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= ck0001378774_WoodburyMewsMember
Acquisition expenses 1,094,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsMember
Standish Village [Member]  
Business Acquisition [Line Items]  
Land 3,100,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLand
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= ck0001378774_StandishVillageMember
Buildings and improvements 10,639,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedBuildings
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_StandishVillageMember
Furniture, fixtures and vehicles 790,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedEquipment
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Intangible assets 1,021,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets
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Real estate acquisition 15,550,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles
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= ck0001378774_StandishVillageMember
Acquisition expenses $ 326,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill
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[1] This balance represents the fair value of the above market ground lease associated with the land in the Sumter Place acquisition.
[2] This balance represents an earnout liability the sellers of Gables of Hudson are entitled to based on a net operating income threshold. The earliest period of the earnout will be twelve months after the acquisition date and will expire (if not achieved) 36 months after close.

XML 33 R54.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks (Details) (Sales Revenue, Net [Member])
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Illinois [Member]      
Concentration Risk, Percentage 13.00%us-gaap_ConcentrationRiskPercentage1
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Texas [Member]      
Concentration Risk, Percentage 12.00%us-gaap_ConcentrationRiskPercentage1
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New Jersey [Member]      
Concentration Risk, Percentage 11.00%us-gaap_ConcentrationRiskPercentage1
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South Carolina [Member]      
Concentration Risk, Percentage 10.00%us-gaap_ConcentrationRiskPercentage1
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XML 34 R48.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Unconsolidated Entities (Details 2) (USD $)
 1 Months Ended 12 Months Ended
Apr. 30, 2012
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Total revenues   $ 1,631,000us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue [1],[2] $ 2,294,000us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue [3],[4] $ 2,433,000us-gaap_EquityMethodInvestmentSummarizedFinancialInformationRevenue [3],[4],[5]
Net loss   (487,000)us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss [1],[2] (158,000)us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss [3],[4] (418,000)us-gaap_EquityMethodInvestmentSummarizedFinancialInformationNetIncomeLoss [3],[4],[5]
Company’s equity in loss from unconsolidated entities $ 1,300,000us-gaap_IncomeLossFromEquityMethodInvestments $ (352,000)us-gaap_IncomeLossFromEquityMethodInvestments [1],[2] $ (73,000)us-gaap_IncomeLossFromEquityMethodInvestments [3],[4] $ (228,000)us-gaap_IncomeLossFromEquityMethodInvestments [3],[4],[5]
[1] On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
[2] On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
[3] The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
[4] Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
[5] The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
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XML 37 R55.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks (Details 1) (Sales Revenue, Net [Member])
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Good Neighbor Care [Member]      
Concentration Risk, Percentage 18.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_GoodNeighborCareMember		 20.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_GoodNeighborCareMember		 25.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_GoodNeighborCareMember
JEA Senior Living [Member]      
Concentration Risk, Percentage 17.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_JeaSeniorLivingMember		 21.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_JeaSeniorLivingMember		 9.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_JeaSeniorLivingMember
Woodbine Senior Living [Member]      
Concentration Risk, Percentage 11.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_WoodbineSeniorLivingMember		 13.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_WoodbineSeniorLivingMember		 16.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_WoodbineSeniorLivingMember
Compass Pointe [Member]      
Concentration Risk, Percentage 11.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_CompassPointeMember		 3.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_CompassPointeMember		 0.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_CompassPointeMember
Royal Senior Care [Member]      
Concentration Risk, Percentage 10.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_RoyalSeniorCareMember		 12.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_RoyalSeniorCareMember		 15.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_StatementGeographicalAxis
= ck0001378774_RoyalSeniorCareMember
XML 38 R46.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Unconsolidated Entities (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Investment $ 5,146,000us-gaap_EquityMethodInvestments [1],[2]  
Physicians Center Mob [Member] | Medical Office Building [Member]    
Acquired Apr. 30, 2012 [1] Apr. 30, 2012 [1]
Investment 309,000us-gaap_EquityMethodInvestments
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_MedicalOfficeBuildingMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_PhysiciansCenterMobMember		 [1],[2] 1,297,000us-gaap_EquityMethodInvestments
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_MedicalOfficeBuildingMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_PhysiciansCenterMobMember		 [1],[2]
Ownership 71.90%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_MedicalOfficeBuildingMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_PhysiciansCenterMobMember		 [1] 71.90%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_MedicalOfficeBuildingMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_PhysiciansCenterMobMember		 [1]
Buffalo Crossing [Member] | Assisted-Living Facility - Under Development [Member]    
Acquired Jan. 31, 2014 [1]  
Investment 1,161,000us-gaap_EquityMethodInvestments
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_AssistedlivingFacilityMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_BuffaloCrossingMember		 [1],[2]  
Ownership 25.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_AssistedlivingFacilityMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_BuffaloCrossingMember		 [1]  
The Parkway [Member] | Assisted-Living Facility - Under Development [Member]    
Acquired Oct. 31, 2014 [1]  
Investment $ 3,676,000us-gaap_EquityMethodInvestments
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_AssistedlivingFacilityMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_ParkwayMember		 [1],[2]  
Ownership 65.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
/ us-gaap_MajorPropertyClassAxis
= ck0001378774_AssistedlivingFacilityMember
/ us-gaap_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis
= ck0001378774_ParkwayMember		 [1]  
[1] These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity’s performance.
[2] Represents the carrying value of the Company’s investment in each unconsolidated entity.
XML 39 R33.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Reporting (Tables)
 12 Months Ended
Dec. 31, 2014
Segment Reporting [Abstract]  
Reconciliation of segment activity to consolidated net income (loss)
The following tables reconcile the segment activity to consolidated net income for the years ended December 31, 2014, 2013 and 2012:
 
 
 
For the Year Ended December 31, 2014
 
 
 
Senior living
properties
 
Triple-net leased
properties
 
Medical office
properties
 
Consolidated
 
Rental revenue
 
$
42,338,000
 
$
6,727,000
 
$
857,000
 
$
49,922,000
 
Resident services and fee income
 
 
28,845,000
 
 
-
 
 
-
 
 
28,845,000
 
Tenant reimbursements and other income
 
 
1,606,000
 
 
882,000
 
 
310,000
 
 
2,798,000
 
 
 
 
72,789,000
 
 
7,609,000
 
 
1,167,000
 
 
81,565,000
 
Property operating and maintenance expenses
 
 
49,592,000
 
 
939,000
 
 
310,000
 
 
50,841,000
 
Net operating income
 
$
23,197,000
 
$
6,670,000
 
$
857,000
 
$
30,724,000
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
1,321,000
 
Asset management fees and expenses
 
 
 
 
 
 
 
 
 
 
 
4,135,000
 
Real estate acquisition costs
 
 
 
 
 
 
 
 
 
 
 
2,724,000
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
11,793,000
 
Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
9,912,000
 
Equity in loss from unconsolidated entities
 
 
 
 
 
 
 
 
 
 
 
352,000
 
Net income
 
 
 
 
 
 
 
 
 
 
 
487,000
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
3,153,000
 
Net loss attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
$
(2,666,000)
 
 
 
 
For the Year Ended December 31, 2013
 
 
 
Senior living
properties
 
Triple-net leased
properties
 
Medical office
properties
 
Consolidated
 
Rental revenue
 
$
29,266,000
 
$
5,237,000
 
$
854,000
 
$
35,357,000
 
Resident services and fee income
 
 
24,888,000
 
 
-
 
 
-
 
 
24,888,000
 
Tenant reimbursements and other income
 
 
424,000
 
 
889,000
 
 
297,000
 
 
1,610,000
 
 
 
 
54,578,000
 
 
6,126,000
 
 
1,151,000
 
 
61,855,000
 
Property operating and maintenance expenses
 
 
36,525,000
 
 
869,000
 
 
316,000
 
 
37,710,000
 
Net operating income
 
$
18,053,000
 
$
5,257,000
 
$
835,000
 
$
24,145,000
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
1,597,000
 
Asset management fees and expenses
 
 
 
 
 
 
 
 
 
 
 
2,944,000
 
Real estate acquisition costs
 
 
 
 
 
 
 
 
 
 
 
1,472,000
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
8,691,000
 
Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
8,263,000
 
Loss on debt extinguishment and other expense
 
 
 
 
 
 
 
 
 
 
 
352,000
 
Equity in loss from unconsolidated entities
 
 
 
 
 
 
 
 
 
 
 
73,000
 
Gain on disposition of investment in unconsolidated entity
 
 
 
 
 
 
 
 
 
 
 
(1,701,000)
 
Net income
 
 
 
 
 
 
 
 
 
 
 
2,454,000
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
566,000
 
Net income attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
$
1,888,000
 
  
 
 
For the Year Ended December 31, 2012
 
 
 
Senior living
operation
 
Triple-net leased
properties
 
Medical office
properties
 
Consolidated
 
Rental revenue
 
$
27,535,000
 
$
4,742,000
 
$
846,000
 
$
33,123,000
 
Resident services and fee income
 
 
13,981,000
 
 
-
 
 
-
 
 
13,981,000
 
Tenant reimbursements and other income
 
 
408,000
 
 
807,000
 
 
314,000
 
 
1,529,000
 
 
 
 
41,924,000
 
 
5,549,000
 
 
1,160,000
 
 
48,633,000
 
Property operating and maintenance expenses
 
 
28,834,000
 
 
806,000
 
 
301,000
 
 
29,941,000
 
Net operating income
 
$
13,090,000
 
$
4,743,000
 
$
859,000
 
$
18,692,000
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
1,783,000
 
Asset management fees and expenses
 
 
 
 
 
 
 
 
 
 
 
2,152,000
 
Real estate acquisition costs
 
 
 
 
 
 
 
 
 
 
 
1,387,000
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
7,095,000
 
Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
6,960,000
 
Loss on debt extinguishment and other expense
 
 
 
 
 
 
 
 
 
 
 
1,179,000
 
Equity in loss from unconsolidated entities
 
 
 
 
 
 
 
 
 
 
 
228,000
 
Gain on remeasurement of investment in unconsolidated entity
 
 
 
 
 
 
 
 
 
 
 
(1,282,000)
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
(810,000)
 
Net income attributable to other noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
72,000
 
Net loss attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
$
(882,000)
 
Reconciliation of segment activity to consolidated financial position
The following table reconciles the segment activity to Consolidated Total Assets as of December 31, 2014 and December 31, 2013:
 
 
 
December 31, 2014
 
December 31, 2013
 
Assets
 
 
 
 
 
 
 
Investment in real estate:
 
 
 
 
 
 
 
Senior living operations
 
$
278,880,000
 
$
185,116,000
 
Triple-net leased properties
 
 
82,648,000
 
 
42,248,000
 
Medical office building
 
 
7,541,000
 
 
7,855,000
 
Total reportable segments
 
$
369,069,000
 
$
235,219,000
 
Reconciliation to consolidated assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
35,564,000
 
 
21,792,000
 
Deferred financing costs, net
 
 
3,338,000
 
 
1,966,000
 
Investment in unconsolidated entities
 
 
5,146,000
 
 
1,297,000
 
Tenant and other receivables, net
 
 
4,037,000
 
 
3,204,000
 
Deferred costs and other assets
 
 
5,554,000
 
 
3,469,000
 
Restricted cash
 
 
5,161,000
 
 
3,930,000
 
Goodwill
 
 
5,965,000
 
 
5,965,000
 
Total assets
 
$
433,834,000
 
$
276,842,000
 
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Segment Reporting (Details) (USD $)
 1 Months Ended 3 Months Ended 12 Months Ended
Apr. 30, 2012
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Reconciliation of segment activity to consolidated net income                        
Rental revenue                   $ 49,922,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue $ 35,357,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue $ 33,123,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
Resident services and fee income                   28,845,000ck0001378774_ResidentServicesAndFeeIncome 24,888,000ck0001378774_ResidentServicesAndFeeIncome 13,981,000ck0001378774_ResidentServicesAndFeeIncome
Tenant reimbursements and other income                   2,798,000us-gaap_TenantReimbursements 1,610,000us-gaap_TenantReimbursements 1,529,000us-gaap_TenantReimbursements
Total revenues   23,099,000us-gaap_Revenues 20,340,000us-gaap_Revenues 19,492,000us-gaap_Revenues 18,634,000us-gaap_Revenues 17,154,000us-gaap_Revenues 15,097,000us-gaap_Revenues 14,771,000us-gaap_Revenues 14,834,000us-gaap_Revenues 81,565,000us-gaap_Revenues 61,855,000us-gaap_Revenues 48,633,000us-gaap_Revenues
Property operating and maintenance expenses                   50,841,000us-gaap_CostOfPropertyRepairsAndMaintenance 37,710,000us-gaap_CostOfPropertyRepairsAndMaintenance 29,941,000us-gaap_CostOfPropertyRepairsAndMaintenance
Net operating income                   30,724,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss 24,145,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss 18,692,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
General and administrative                   1,321,000us-gaap_GeneralAndAdministrativeExpense 1,597,000us-gaap_GeneralAndAdministrativeExpense 1,783,000us-gaap_GeneralAndAdministrativeExpense
Asset management fees and expenses                   4,135,000us-gaap_AssetManagementCosts 2,944,000us-gaap_AssetManagementCosts 2,152,000us-gaap_AssetManagementCosts
Real estate acquisition costs                   2,724,000us-gaap_BusinessCombinationAcquisitionRelatedCosts 1,472,000us-gaap_BusinessCombinationAcquisitionRelatedCosts 1,387,000us-gaap_BusinessCombinationAcquisitionRelatedCosts
Depreciation and amortization                   11,793,000us-gaap_DepreciationAndAmortization 8,691,000us-gaap_DepreciationAndAmortization 7,095,000us-gaap_DepreciationAndAmortization
Interest expense, net                   9,912,000us-gaap_InterestExpense 8,263,000us-gaap_InterestExpense 6,960,000us-gaap_InterestExpense
Loss on debt extinguishment and other expense                     352,000us-gaap_OtherExpenses 1,179,000us-gaap_OtherExpenses
Equity in loss from unconsolidated entities (1,300,000)us-gaap_IncomeLossFromEquityMethodInvestments                 352,000us-gaap_IncomeLossFromEquityMethodInvestments [1],[2] 73,000us-gaap_IncomeLossFromEquityMethodInvestments [3],[4] 228,000us-gaap_IncomeLossFromEquityMethodInvestments [3],[4],[5]
Gain on disposition of investment in unconsolidated entity                     (1,701,000)us-gaap_GainOnSaleOfInvestments (1,282,000)us-gaap_GainOnSaleOfInvestments
Net income   435,000us-gaap_ProfitLoss 310,000us-gaap_ProfitLoss (167,000)us-gaap_ProfitLoss (91,000)us-gaap_ProfitLoss (1,323,000)us-gaap_ProfitLoss 2,747,000us-gaap_ProfitLoss 519,000us-gaap_ProfitLoss 511,000us-gaap_ProfitLoss 487,000us-gaap_ProfitLoss 2,454,000us-gaap_ProfitLoss (810,000)us-gaap_ProfitLoss
Preferred return to series B preferred OP units and other noncontrolling interests   1,104,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 892,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 638,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 519,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 306,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 215,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 39,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 6,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 3,153,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 566,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 72,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest
Net income (loss) attributable to common stockholders   (669,000)us-gaap_NetIncomeLoss (582,000)us-gaap_NetIncomeLoss (805,000)us-gaap_NetIncomeLoss (610,000)us-gaap_NetIncomeLoss (1,629,000)us-gaap_NetIncomeLoss 2,532,000us-gaap_NetIncomeLoss 480,000us-gaap_NetIncomeLoss 505,000us-gaap_NetIncomeLoss (2,666,000)us-gaap_NetIncomeLoss 1,888,000us-gaap_NetIncomeLoss (882,000)us-gaap_NetIncomeLoss
Senior living properties [Member]                        
Reconciliation of segment activity to consolidated net income                        
Rental revenue                   42,338,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 29,266,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 27,535,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
Resident services and fee income                   28,845,000ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 24,888,000ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 13,981,000ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
Tenant reimbursements and other income                   1,606,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 424,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 408,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
Total revenues                   72,789,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 54,578,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 41,924,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
Property operating and maintenance expenses                   49,592,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 36,525,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 28,834,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
Net operating income                   23,197,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 18,053,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 13,090,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
Triple-net leased properties [Member]                        
Reconciliation of segment activity to consolidated net income                        
Rental revenue                   6,727,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 5,237,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 4,742,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember
Resident services and fee income                   0ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 0ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 0ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember
Tenant reimbursements and other income                   882,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 889,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 807,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember
Total revenues                   7,609,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 6,126,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 5,549,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember
Property operating and maintenance expenses                   939,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 869,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 806,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember
Net operating income                   6,670,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 5,257,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember		 4,743,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_TriplenetLeasedSegmentMember
Medical office properties [Member]                        
Reconciliation of segment activity to consolidated net income                        
Rental revenue                   857,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 854,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 846,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember
Resident services and fee income                   0ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 0ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 0ck0001378774_ResidentServicesAndFeeIncome
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember
Tenant reimbursements and other income                   310,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 297,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 314,000us-gaap_TenantReimbursements
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember
Total revenues                   1,167,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 1,151,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 1,160,000us-gaap_Revenues
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember
Property operating and maintenance expenses                   310,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 316,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 301,000us-gaap_CostOfPropertyRepairsAndMaintenance
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember
Net operating income                   $ 857,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 $ 835,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 $ 859,000ck0001378774_SegmentReportingSegmentOperatingIncomeLoss
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember
[1] On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
[2] On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
[3] The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
[4] Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
[5] The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
XML 42 R71.htm IDEA: XBRL DOCUMENT v2.4.1.9
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details 1) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Real Estate, Cost Acquisitions $ 134,844,000us-gaap_RealEstateOtherAcquisitions $ 45,091,000us-gaap_RealEstateOtherAcquisitions  
Real Estate, Cost Disposals 0us-gaap_RealEstateOtherDeductions 0us-gaap_RealEstateOtherDeductions  
Real Estate, Cost Balance 370,124,000us-gaap_RealEstateGrossAtCarryingValue [1] 235,280,000us-gaap_RealEstateGrossAtCarryingValue 190,189,000us-gaap_RealEstateGrossAtCarryingValue
Real Estate, Accumulated Depreciation Acquisitions 6,845,000ck0001378774_RealEstateAccumulatedDepreciationAcquisitions 5,074,000ck0001378774_RealEstateAccumulatedDepreciationAcquisitions  
Real Estate, Accumulated Depreciation Disposals 0us-gaap_RealEstateAccumulatedDepreciationOtherDeductions 0us-gaap_RealEstateAccumulatedDepreciationOtherDeductions  
Real Estate, Accumulated Depreciation Balance $ 21,070,000us-gaap_RealEstateAccumulatedDepreciation [1],[2] $ 14,225,000us-gaap_RealEstateAccumulatedDepreciation $ 9,151,000us-gaap_RealEstateAccumulatedDepreciation
[1] The aggregate cost of real estate for federal income tax purposes was $390.0 million.
[2] Please see Note 3 to our consolidated financial statements for information regarding useful lives used for depreciation and amortization.
XML 43 R25.htm IDEA: XBRL DOCUMENT v2.4.1.9
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION
 12 Months Ended
Dec. 31, 2014
Real Estate and Accumulated Depreciation Disclosure [Abstract]  
REAL ESTATE AND ACCUMULATED DEPRECIATION
Schedule III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2014
 
 
 
 
 
Initial Cost
 
 
 
 
Gross Amount Invested (1)
 
 
 
 
 
Description
 
Encumbrances
 
Land
 
Building &
Improvements
 
Costs
Capitalized
Subsequent
to Acquisition
 
Land
 
Building &
Improvements
 
Total
 
Accumulated
Depreciation (2)
 
Year
Built
 
Date
Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amber Glen
 
$
8,377,000
 
$
546,000
 
$
11,874,000
 
$
16,000
 
$
546,000
 
$
11,890,000
 
 
12,436,000
 
 
731,000
 
 
2006
 
8/31/2012
Caruth Haven Court
 
 
9,417,000
 
 
4,256,000
 
 
13,986,000
 
 
415,000
 
 
4,256,000
 
 
14,401,000
 
 
18,657,000
 
 
2,366,000
 
 
1999
 
1/22/2009
The Oaks Bradenton
 
 
3,936,000
 
 
390,000
 
 
2,818,000
 
 
119,000
 
 
390,000
 
 
2,937,000
 
 
3,327,000
 
 
448,000
 
 
1996
 
5/1/2009
GreenTree
 
 
3,714,000
 
 
714,000
 
 
3,717,000
 
 
87,000
 
 
714,000
 
 
3,804,000
 
 
4,518,000
 
 
529,000
 
 
1998
 
12/30/2009
Mesa Vista Inn Health Center
 
 
10,000,000
 
 
2,010,000
 
 
10,430,000
 
 
1,000
 
 
2,010,000
 
 
10,431,000
 
 
12,441,000
 
 
1,371,000
 
 
2008
 
12/31/2009
Mill Creek
 
 
8,086,000
 
 
825,000
 
 
10,503,000
 
 
1,000
 
 
825,000
 
 
10,504,000
 
 
11,329,000
 
 
639,000
 
 
2006
 
8/31/2012
Rome LTACH Project
 
 
12,747,000
 
 
-
 
 
18,202,000
 
 
-
 
 
-
 
 
18,202,000
 
 
18,202,000
 
 
2,366,000
 
 
2011
 
1/12/2010
Sugar Creek
 
 
7,589,000
 
 
567,000
 
 
10,473,000
 
 
9,000
 
 
567,000
 
 
10,482,000
 
 
11,049,000
 
 
658,000
 
 
2007
 
8/31/2012
Oakleaf Village at Lexington
 
 
12,275,000
 
 
1,767,000
 
 
10,768,000
 
 
126,000
 
 
1,767,000
 
 
10,894,000
 
 
12,661,000
 
 
1,387,000
 
 
1999
 
4/30/2010
Oakleaf Village at Greenville
 
 
7,209,000
 
 
1,351,000
 
 
9,770,000
 
 
166,000
 
 
1,351,000
 
 
9,936,000
 
 
11,287,000
 
 
1,254,000
 
 
2001
 
4/30/2010
Global Rehab Inpatient Rehab Facility
 
 
7,136,000
 
 
2,004,000
 
 
10,368,000
 
 
-
 
 
2,004,000
 
 
10,368,000
 
 
12,372,000
 
 
1,213,000
 
 
2008
 
8/19/2010
Terrace at Mountain Creek
 
 
8,433,000
 
 
1,880,000
 
 
6,070,000
 
 
413,000
 
 
1,880,000
 
 
6,483,000
 
 
8,363,000
 
 
822,000
 
 
1995
 
9/3/2010
Hedgcoxe
 
 
5,407,000
 
 
1,580,000
 
 
6,388,000
 
 
66,000
 
 
1,580,000
 
 
6,454,000
 
 
8,034,000
 
 
871,000
 
 
2008
 
12/22/2010
Hudson Creek
 
 
7,753,000
 
 
543,000
 
 
10,053,000
 
 
1,000
 
 
543,000
 
 
10,054,000
 
 
10,597,000
 
 
631,000
 
 
2006
 
8/31/2012
River's Edge of Yardley
 
 
6,247,000
 
 
860,000
 
 
3,010,000
 
 
302,000
 
 
860,000
 
 
3,312,000
 
 
4,172,000
 
 
420,000
 
 
1996
 
12/22/2010
Carriage Court of Hilliard
 
 
13,273,000
 
 
1,580,000
 
 
12,180,000
 
 
128,000
 
 
1,580,000
 
 
12,308,000
 
 
13,888,000
 
 
1,375,000
 
 
1998
 
12/22/2010
Forestview Manor
 
 
8,433,000
 
 
1,320,000
 
 
8,035,000
 
 
145,000
 
 
1,320,000
 
 
8,180,000
 
 
9,500,000
 
 
1,074,000
 
 
2002
 
1/14/2011
Woodland Terrace at the Oaks
 
 
8,995,000
 
 
1,000,000
 
 
7,148,000
 
 
190,000
 
 
1,000,000
 
 
7,338,000
 
 
8,338,000
 
 
798,000
 
 
1996
 
4/14/2011
Woodbury Mews Portfolio
 
 
24,889,000
 
 
2,267,000
 
 
28,754,000
 
 
61,000
 
 
2,267,000
 
 
28,815,000
 
 
31,082,000
 
 
1,199,000
 
 
2003
 
10/21/2013
Standish Village
 
 
10,885,000
 
 
3,101,000
 
 
10,639,000
 
 
96,000
 
 
3,101,000
 
 
10,735,000
 
 
13,836,000
 
 
409,000
 
 
1994
 
12/6/2013
Compass on the Bay
 
 
6,524,000
 
 
5,551,000
 
 
4,825,000
 
 
19,000
 
 
5,551,000
 
 
4,844,000
 
 
10,395,000
 
 
86,000
 
 
1960
 
4/4/2014
St. Andrews Village
 
 
30,205,000
 
 
5,351,000
 
 
35,445,000
 
 
-
 
 
5,351,000
 
 
35,445,000
 
 
40,796,000
 
 
358,000
 
 
2006
 
8/20/2014
Live Oaks Village of Hammond
 
 
4,550,000
 
 
686,000
 
 
5,550,000
 
 
-
 
 
686,000
 
 
5,550,000
 
 
6,236,000
 
 
19,000
 
 
1999
 
11/14/2014
Live Oaks Village of Slidell
 
 
3,700,000
 
 
460,000
 
 
4,662,000
 
 
-
 
 
460,000
 
 
4,662,000
 
 
5,122,000
 
 
17,000
 
 
2000
 
11/14/2014
Spring Village at Wildewood
 
 
6,410,000
 
 
683,000
 
 
8,451,000
 
 
-
 
 
683,000
 
 
8,451,000
 
 
9,134,000
 
 
17,000
 
 
2014
 
11/21/2014
Gables of Hudson
 
 
11,375,000
 
 
974,000
 
 
15,364,000
 
 
-
 
 
974,000
 
 
15,364,000
 
 
16,338,000
 
 
12,000
 
 
2013
 
12/18/2014
Sumter Place
 
 
28,860,000
 
 
-
 
 
46,014,000
 
 
-
 
 
-
 
 
46,014,000
 
 
46,014,000
 
 
-
 
 
2012
 
12/31/2014
Totals
 
$
276,425,000
 
$
42,266,000
 
$
325,497,000
 
$
2,361,000
 
$
42,266,000
 
$
327,858,000
 
$
370,124,000
 
$
21,070,000
 
 
 
 
 
 
(1)
    The aggregate cost of real estate for federal income tax purposes was $390.0 million.
 
(2)
Please see Note 3 to our consolidated financial statements for information regarding useful lives used for depreciation and amortization.
 
The changes in total real estate for the three years ended December 31, 2014 are as follows.
 
 
Cost
 
Accumulated Depreciation
 
Balance at December 31, 2012
 
$
190,189,000
 
$
9,151,000
 
2013 Acquisitions
 
 
45,091,000
 
 
5,074,000
 
2013 Disposals
 
 
-
 
 
-
 
Balance at December 31, 2013
 
$
235,280,000
 
$
14,225,000
 
2014 Acquisitions
 
 
134,844,000
 
 
6,845,000
 
2014 Disposals
 
 
-
 
 
-
 
Balance at December 31,2014
 
$
370,124,000
 
$
21,070,000
 
XML 44 R50.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Details) (USD $)
 12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 05, 2013
Dec. 31, 2013
Nov. 14, 2014
Outstanding Principal Balance $ 276,425,000us-gaap_DebtInstrumentCarryingAmount [1]   $ 181,251,000us-gaap_DebtInstrumentCarryingAmount [1]  
Add: premium 51,000us-gaap_DebtInstrumentUnamortizedDiscountPremiumNet [1]   394,000us-gaap_DebtInstrumentUnamortizedDiscountPremiumNet [1]  
Notes payable, net 276,476,000us-gaap_DebtInstrumentFaceAmount [1]   181,645,000us-gaap_DebtInstrumentFaceAmount [1]  
Amber Glen [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 6.40%—fixed      
Outstanding Principal Balance 8,377,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		 [1]   8,503,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		 [1]  
Maturity Date Jun. 01, 2019      
Carriage Court Of Hilliard [Member]        
Payment Type Principal and interest at a 35-year amortization rate      
Interest-Rate 2.80%—fixed      
Outstanding Principal Balance 13,273,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]   13,515,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]  
Maturity Date Nov. 01, 1947      
Caruth Haven Court [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 6.43%—fixed      
Outstanding Principal Balance 9,417,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		 [1]   9,551,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		 [1]  
Maturity Date Jan. 01, 2020      
GreenTree [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 4.45%—fixed      
Outstanding Principal Balance 3,714,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		 [1]   3,779,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		 [1]  
Maturity Date Jul. 01, 2019      
Forestview Manor [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 4.45%—fixed      
Outstanding Principal Balance 8,433,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		 [1]   8,580,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		 [1]  
Maturity Date Jul. 01, 2019      
Global Rehab Inpatient Rehab Facility [Member]        
Payment Type Principal and interest at a 30-year amortization rate [1],[2]      
Interest-Rate 4.75%—fixed [1],[2]      
Outstanding Principal Balance 7,136,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		 [1],[2]   7,248,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		 [1],[2]  
Maturity Date Oct. 22, 2018 [1],[2]      
Hedgcoxe Health Plaza [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 4.90%—fixed      
Outstanding Principal Balance 5,407,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeHealthMember		 [1]   5,492,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeHealthMember		 [1]  
Maturity Date Aug. 14, 2022      
Hudson Creek [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 6.11%—fixed      
Outstanding Principal Balance 7,753,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		 [1]   7,866,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		 [1]  
Maturity Date Jun. 01, 2019      
Mesa Vista Inn Health Center [Member]        
Payment Type Interest only; 30-year amortization rate [3]      
Interest-Rate One month LIBOR + 2.75% [3]      
Outstanding Principal Balance 10,000,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		 [1],[3]   6,700,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		 [1],[3]  
Maturity Date Nov. 10, 2017 [3]      
Mill Creek [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 6.40%—fixed      
Outstanding Principal Balance 8,086,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		 [1]   8,208,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		 [1]  
Maturity Date Jun. 01, 2019      
Oakleaf Village Portfolio [Member]        
Payment Type Principal and interest at a 25-year amortization rate      
Interest-Rate 4.00%—fixed      
Outstanding Principal Balance 19,484,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		 [1]   20,000,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		 [1]  
Maturity Date Nov. 26, 2018      
River's Edge of Yardley [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 4.45%—fixed      
Outstanding Principal Balance 6,247,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		 [1]   6,355,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		 [1]  
Maturity Date Jul. 01, 2019      
Rome LTACH Project [Member]        
Payment Type Principal and interest at a 25-year amortization rate      
Interest-Rate 4.50%—fixed      
Outstanding Principal Balance 12,747,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		 [1]   13,070,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		 [1]  
Maturity Date Mar. 31, 2017      
Sugar Creek Properties [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 6.20%—fixed      
Outstanding Principal Balance 7,589,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekPropertiesMember		 [1]   7,703,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekPropertiesMember		 [1]  
Maturity Date Jun. 01, 2019      
The Oaks Bradenton [Member]        
Payment Type Principal and interest at a 30-year amortization rate.      
Interest-Rate 4.45%—fixed      
Outstanding Principal Balance 3,936,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]   4,004,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]  
Maturity Date Jul. 01, 2019      
Terrace At Mountain Creek [Member]        
Payment Type Principal and interest at a 30-year amortization rate      
Interest-Rate 4.45%—fixed      
Outstanding Principal Balance 8,433,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]   8,580,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]  
Maturity Date Jul. 01, 2019      
Woodland Terrace at the Oaks [Member]        
Payment Type Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate [4]      
Interest-Rate 4.87%—fixed [4]      
Outstanding Principal Balance 8,995,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		 [1],[4]   6,212,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		 [1],[4]  
Maturity Date Oct. 01, 2024 [4]      
Woodbury Mews [Member]        
Payment Type Interest only; 25- year amortization rate      
Interest-Rate One month LIBOR + 3.00%      
Outstanding Principal Balance 24,889,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsMember		 [1]   25,000,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsMember		 [1]  
Maturity Date Oct. 21, 2015      
Standish Village [Member]        
Payment Type Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate      
Interest-Rate 5.76%—fixed 5.76%-fixed    
Outstanding Principal Balance 10,885,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1] 10,900,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 10,885,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1]  
Maturity Date Jan. 01, 2024      
Compass on the Bay [Member]        
Payment Type Principal and interest at a 35-year amortization rate      
Interest-Rate 3.32%—fixed      
Outstanding Principal Balance 3,823,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		 [1]   0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		 [1]  
Maturity Date Mar. 01, 1945      
Compass on the Bay 2nd [Member]        
Payment Type Principal and interest at a 35-year amortization rate      
Interest-Rate 5.65%—fixed      
Outstanding Principal Balance 2,701,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBay2ndMember		 [1]      [1]  
Maturity Date Mar. 01, 1945      
Live Oaks of Hammond [Member]        
Payment Type Interest only; 30-year amortization rate [5]      
Interest-Rate One month LIBOR + 2.75% [5]      
Outstanding Principal Balance 4,550,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember		 [1],[5]   0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember		 [1],[5] 4,550,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember
Maturity Date Nov. 10, 2017 [5]      
Live Oaks of Slidell [Member]        
Payment Type Interest only; 30-year amortization rate [5]      
Interest-Rate One month LIBOR + 2.75% [5]      
Outstanding Principal Balance 3,700,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember		 [1],[5]   0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember		 [1],[5] 3,700,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember
Maturity Date Nov. 10, 2017 [5]      
Spring Village at Wildewood [Member]        
Payment Type Interest only; 30-year amortization rate [5]      
Interest-Rate One month LIBOR + 2.75% [5]      
Outstanding Principal Balance 6,410,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1],[5]   0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1],[5] 6,410,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember
Maturity Date Nov. 10, 2017 [5]      
Gables of Hudson Properties [Member]        
Payment Type Interest only; 30-year amortization rate [5]      
Interest-Rate One month LIBOR + 2.75% [5]      
Outstanding Principal Balance 11,375,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonPropertiesMemberMember		 [1],[5]   0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonPropertiesMemberMember		 [1],[5]  
Maturity Date Nov. 10, 2017 [5]      
Sumter Place [Member]        
Payment Type Interest only; 30-year amortization rate      
Interest-Rate One month LIBOR + 3.15%      
Outstanding Principal Balance 28,860,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		 [1]   0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		 [1]  
Maturity Date Dec. 31, 2017      
St. Andrews Village [Member]        
Payment Type Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate      
Interest-Rate Months 1-24 floating rate of one month LIBOR plus 3.07%; 4.64 fixed rate for the remaining term      
Outstanding Principal Balance $ 30,205,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillageMember		 [1]   $ 0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillageMember		 [1]  
Maturity Date Sep. 01, 2023      
[1] As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate.
[2] On October 22, 2013, this loan was modified to reduce the interest rate from a variable rate of 6.25% to a fixed rate of 4.75%.
[3] On November 14, 2014 this loan was refinanced with KeyBank.
[4] On September 19, 2014, this loan was refinanced with BB&T Real Estate Funding LLC.
[5] Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million
XML 45 R42.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Real Estate (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Caruth Haven Court [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Jan. 22, 2009
Caruth Haven Court [Member] | Highland Park, TX [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HighlandParkTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember
Real Estate and Accumulated Depreciation, Date Acquired Jan. 22, 2009
Purchase Price 20,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HighlandParkTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember
Oaks Bradenton [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired May 01, 2009
Oaks Bradenton [Member] | Bradenton, FL [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_BradentonFlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember
Real Estate and Accumulated Depreciation, Date Acquired May 01, 2009
Purchase Price 4,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_BradentonFlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember
Green Tree At Westwood [Member] | Columbus, In [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_ColumbusInMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreenTreeAtWestwoodMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 30, 2009
Purchase Price 5,150,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_ColumbusInMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreenTreeAtWestwoodMember
Mesa Vista Inn Health Center [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Dec. 31, 2009
Mesa Vista Inn Health Center [Member] | San Antonio, TX [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_SanAntonioTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 31, 2009
Purchase Price 13,000,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_SanAntonioTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember
Rome LTACH Project [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Jan. 12, 2010
Rome LTACH Project [Member] | Rome, GA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_RomeGaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember
Real Estate and Accumulated Depreciation, Date Acquired Jan. 12, 2010
Purchase Price 18,900,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_RomeGaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember
Oakleaf Village at Lexington [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Apr. 30, 2010
Oakleaf Village at Lexington [Member] | Lexington, SC [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 80.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_LexingtonScMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember
Real Estate and Accumulated Depreciation, Date Acquired Apr. 30, 2010
Purchase Price 14,512,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_LexingtonScMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember
Oakleaf Village at Greenville [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Apr. 30, 2010
Oakleaf Village at Greenville [Member] | Greenville, SC [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 80.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_GreenvilleScMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember
Real Estate and Accumulated Depreciation, Date Acquired Apr. 30, 2010
Purchase Price 12,488,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_GreenvilleScMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember
Global Rehab Inpatient Rehab Facility [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Aug. 19, 2010
Global Rehab Inpatient Rehab Facility [Member] | Dallas, TX [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_DallasTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember
Real Estate and Accumulated Depreciation, Date Acquired Aug. 19, 2010
Purchase Price 14,800,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_DallasTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember
Terrace At Mountain Creek [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Sep. 03, 2010
Terrace At Mountain Creek [Member] | Chattanooga, TN [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_ChattanoogaTnMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember
Real Estate and Accumulated Depreciation, Date Acquired Sep. 03, 2010
Purchase Price 8,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_ChattanoogaTnMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember
Carriage Court Of Hilliard [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010
Carriage Court Of Hilliard [Member] | Hilliard, OH [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HilliardOhMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010
Purchase Price 17,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HilliardOhMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember
Hedgcoxe Health [Member] | Plano, TX [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_PlanoTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeHealthMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010
Purchase Price 9,094,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_PlanoTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeHealthMember
River's Edge of Yardley [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010
River's Edge of Yardley [Member] | Yardley, PA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_YardleyPaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010
Purchase Price 4,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_YardleyPaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember
Forestview Manor [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Jan. 14, 2011
Forestview Manor [Member] | Meredith, NH [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_MeredithNhMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember
Real Estate and Accumulated Depreciation, Date Acquired Jan. 14, 2011
Purchase Price 10,750,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_MeredithNhMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember
Woodland Terrace at the Oaks [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Apr. 14, 2011
Woodland Terrace at the Oaks [Member] | Allentown, PA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_AllentownPaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember
Real Estate and Accumulated Depreciation, Date Acquired Apr. 14, 2011
Purchase Price 9,000,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_AllentownPaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember
Amber Glen [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Amber Glen [Member] | Urbana, IL [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 80.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_UrbanaIlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Purchase Price 13,622,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_UrbanaIlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember
Mill Creek [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Mill Creek [Member] | Springfield, IL [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 80.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_SpringfieldIlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Purchase Price 12,356,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_SpringfieldIlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember
Hudson Creek [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Hudson Creek [Member] | Bryan, TX [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 80.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_BryanTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Purchase Price 11,546,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_BryanTxMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember
Sugar Creek [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Sugar Creek [Member] | Normal, IL [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 80.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_NormalIlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember
Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012
Purchase Price 11,963,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_NormalIlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember
Woodbury Mews Portfolio [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Oct. 21, 2013
Woodbury Mews Portfolio [Member] | Woodbury, NJ [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_WoodburyNjMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember
Real Estate and Accumulated Depreciation, Date Acquired Oct. 21, 2013
Purchase Price 38,126,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_WoodburyNjMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember
Standish Village [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Dec. 06, 2013
Standish Village [Member] | Dorchester, MA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 95.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_DorchesterMaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 06, 2013
Purchase Price 15,550,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_DorchesterMaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember
Compass on the Bay [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Apr. 04, 2014
Compass on the Bay [Member] | Boston, MA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 95.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_BostonMaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember
Real Estate and Accumulated Depreciation, Date Acquired Apr. 04, 2014
Purchase Price 11,700,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_BostonMaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember
St. Andrews Village [Member] | Aurora, CO [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_AuroraCoMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillageMember
Real Estate and Accumulated Depreciation, Date Acquired Aug. 20, 2014
Purchase Price 42,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_AuroraCoMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillageMember
Live Oaks of Hammond [Member] | Hammond, LA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HammondLaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember
Real Estate and Accumulated Depreciation, Date Acquired Nov. 14, 2014
Purchase Price 6,985,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HammondLaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember
Live Oaks of Slidell [Member] | Slidell, LA [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_SlidellLaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember
Real Estate and Accumulated Depreciation, Date Acquired Nov. 14, 2014
Purchase Price 5,715,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_SlidellLaMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember
Spring Village at Wildewood [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Nov. 21, 2014
Spring Village at Wildewood [Member] | California, MD [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_CaliforniaMdMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember
Real Estate and Accumulated Depreciation, Date Acquired Nov. 24, 2014
Purchase Price 9,650,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_CaliforniaMdMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember
Gables of Hudson [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Dec. 18, 2014
Gables of Hudson [Member] | Hudson, OH [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HudsonOhMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 18, 2014
Purchase Price 16,750,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_HudsonOhMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember
Sumter Place [Member]  
Real Estate Properties [Line Items]  
Real Estate and Accumulated Depreciation, Date Acquired Dec. 31, 2014
Sumter Place [Member] | The Villages, FL [Member]  
Real Estate Properties [Line Items]  
Real Estate Percentage Ownership 100.00%ck0001378774_RealEstatePercentageEquityOwnership
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_VillagesFlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember
Real Estate and Accumulated Depreciation, Date Acquired Dec. 31, 2014
Purchase Price 48,500,000us-gaap_RealEstateInvestmentPropertyAtCost
/ ck0001378774_RealEstateLocationAxis
= ck0001378774_VillagesFlMember
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember
XML 46 R37.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity Issuances (Details Textual) (USD $)
 0 Months Ended 12 Months Ended
Feb. 10, 2013
Dec. 31, 2014
Dec. 31, 2013
Jun. 19, 2013
Feb. 28, 2014
Common Stock, Shares Authorized   580,000,000us-gaap_CommonStockSharesAuthorized 580,000,000us-gaap_CommonStockSharesAuthorized    
Common Stock, Par Or Stated Value Per Share   $ 0.01us-gaap_CommonStockParOrStatedValuePerShare $ 0.01us-gaap_CommonStockParOrStatedValuePerShare    
Preferred Stock, Shares Authorized   20,000,000us-gaap_PreferredStockSharesAuthorized      
Preferred Stock, Par Or Stated Value Per Share   $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare      
Proceeds from Issuance of Common Stock   $ 127,000,000us-gaap_ProceedsFromIssuanceOfCommonStock      
Sale of Stock, Price Per Share       $ 10.02us-gaap_SaleOfStockPricePerShare  
Stock Issued During Period, Shares, Dividend Reinvestment Plan   583,611us-gaap_StockIssuedDuringPeriodSharesDividendReinvestmentPlan 556,204us-gaap_StockIssuedDuringPeriodSharesDividendReinvestmentPlan    
Proceeds from Issuance of Common Stock, Dividend Reinvestment Plan   5,600,000us-gaap_ProceedsFromIssuanceOfCommonStockDividendReinvestmentPlan      
Equity Commitment Value 158,700,000ck0001378774_EquityCommitmentValue        
Proceeds from Issuance of Private Placement 100,000us-gaap_ProceedsFromIssuanceOfPrivatePlacement        
Common Stock [Member]          
Stock Issued During Period, Shares, Dividend Reinvestment Plan   583,611us-gaap_StockIssuedDuringPeriodSharesDividendReinvestmentPlan
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		      
IPO [Member]          
Sale Of Common Stock   12,700,000ck0001378774_SaleOfCommonStock
/ us-gaap_SubsidiarySaleOfStockAxis
= us-gaap_IPOMember		      
Dividend Reinvestment Plan [Member]          
Stock Value Registered Under Dividend Reinvestment Plan       99,000,000ck0001378774_StockValueRegisteredUnderDividendReinvestmentPlan
/ us-gaap_SubsidiarySaleOfStockAxis
= ck0001378774_DividendReinvestmentPlanMember		  
Subsequent Event [Member]          
Sale of Stock, Price Per Share         $ 11.63us-gaap_SaleOfStockPricePerShare
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
Series B Preferred Stock [Member]          
Proceeds from Issuance of Private Placement $ 158,600,000us-gaap_ProceedsFromIssuanceOfPrivatePlacement
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		        
Series C Preferred Stock [Member]          
Preferred Stock, Shares Authorized   1,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		    
Preferred Stock, Par Or Stated Value Per Share   $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		    
Preferred Stock, Shares Issued   1,000us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		    
XML 47 R52.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Details Textual) (USD $)
 1 Months Ended 12 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended
Oct. 22, 2013
Dec. 31, 2014
Apr. 04, 2014
Dec. 05, 2013
Nov. 26, 2013
Nov. 14, 2014
Aug. 19, 2014
Oct. 21, 2013
Dec. 31, 2013
Notes Payable (Additional Textual) [Abstract]                  
Notes payable   $ 276,476,000us-gaap_NotesPayable             $ 181,645,000us-gaap_NotesPayable
Notes Payable, including premium   276,500,000us-gaap_DebtInstrumentAnnualPrincipalPayment             181,700,000us-gaap_DebtInstrumentAnnualPrincipalPayment
Fixed rate debt   156,400,000us-gaap_LongtermDebtPercentageBearingFixedInterestAmount              
Fixed rate debt, notes payable   57.00%us-gaap_LongTermDebtPercentageBearingFixedInterestRate              
Variable rate debt   120,000,000us-gaap_LongtermDebtPercentageBearingVariableInterestAmount              
Variable rate debt, notes payable   43.00%us-gaap_LongTermDebtPercentageBearingVariableInterestRate              
Fixed and variable rate secured mortgage loans with average effective interest rate   4.13%ck0001378774_DebtInstrumentInterestRateAverageEffectivePercentage             4.91%ck0001378774_DebtInstrumentInterestRateAverageEffectivePercentage
Fixed rate debt, weighted average interest rate   4.89%us-gaap_LongtermDebtWeightedAverageInterestRate              
Variable rate debt, weighted average interest rate   3.15%ck0001378774_LongTermDebtPercentageBearingVariableWeightedAverageInterestRate              
Debt Instrument Interest Rate Variable Rate 6.25%ck0001378774_DebtInstrumentInterestRateVariableRate                
Debt Instrument Interest Rate Fixed Rate 4.75%ck0001378774_DebtInstrumentInterestRateFixedRate                
Outstanding Principal Balance   276,425,000us-gaap_DebtInstrumentCarryingAmount [1]             181,251,000us-gaap_DebtInstrumentCarryingAmount [1]
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate   57.00%us-gaap_LongTermDebtPercentageBearingFixedInterestRate              
Guaranteed Loan Balance Percentage   25.00%ck0001378774_GuaranteedLoanBalancePercentage              
Debt Instrument, Face Amount   276,476,000us-gaap_DebtInstrumentFaceAmount [1]             181,645,000us-gaap_DebtInstrumentFaceAmount [1]
SLR Joint Venture [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Business Acquisition, Percentage of Voting Interests Acquired     95.00%us-gaap_BusinessAcquisitionPercentageOfVotingInterestsAcquired
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember		            
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities     6,600,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember		            
Debt Instrument, Unamortized Discount     6,300,000us-gaap_DebtInstrumentUnamortizedDiscount
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember		            
SLR Joint Venture [Member] | Interest Rate 3.32 [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt     3,900,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember
/ ck0001378774_DebtInstrumentInterestRateAxis
= ck0001378774_InterestRateThreePointThreeTwoMember		            
Debt Instrument, Interest Rate, Stated Percentage     3.32%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember
/ ck0001378774_DebtInstrumentInterestRateAxis
= ck0001378774_InterestRateThreePointThreeTwoMember		            
Debt Instrument, Term     35 years            
SLR Joint Venture [Member] | Interest Rate 5.65 [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt     2,700,000us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesLongTermDebt
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember
/ ck0001378774_DebtInstrumentInterestRateAxis
= ck0001378774_InterestRateFivePointSixFiveMember		            
Debt Instrument, Interest Rate, Stated Percentage     5.65%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_SlrJointVentureMember
/ ck0001378774_DebtInstrumentInterestRateAxis
= ck0001378774_InterestRateFivePointSixFiveMember		            
Debt Instrument, Term     35 years            
Terrace at Mountain Creek [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   8,433,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]             8,580,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]
Debt Instrument, Interest Rate Terms   4.45%—fixed              
The Oaks Bradenton [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   3,936,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]             4,004,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]
Debt Instrument, Interest Rate Terms   4.45%—fixed              
Carriage Court Of Hilliard [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   13,273,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]             13,515,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]
Debt Instrument, Interest Rate Terms   2.80%—fixed              
Standish Village [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   10,885,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1]   10,900,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		         10,885,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1]
Debt Instrument, Interest Rate Terms   5.76%—fixed   5.76%-fixed          
Oakleaf Village Portfolio Property [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Debt Instrument, Interest Rate, Stated Percentage         4.00%us-gaap_DebtInstrumentInterestRateStatedPercentage
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		        
Outstanding Principal Balance   19,484,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		 [1]             20,000,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		 [1]
Debt Instrument, Interest Rate Terms   4.00%—fixed              
Proceeds from Loan Originations         20,000,000us-gaap_ProceedsFromLoanOriginations1
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		        
Extinguishment of Debt, Gain (Loss), Net of Tax         400,000us-gaap_ExtinguishmentOfDebtGainLossNetOfTax
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		        
Cash Proceeds From Debt Origination After Refinancing         2,000,000ck0001378774_CashProceedsFromDebtOriginationAfterRefinancing
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillagePortfolioPropertyMember		        
CBRE Capital Markets, Inc [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Fixed rate debt, notes payable             4.64%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_XxxcbreCapitalMarketsIncMember		    
Outstanding Principal Balance             30,200,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_XxxcbreCapitalMarketsIncMember		    
Debt Instrument, Interest Rate Terms           one-month LIBOR plus 2.75% one month LIBOR plus 3.07%    
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate             4.64%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_XxxcbreCapitalMarketsIncMember		    
KeyBank National Association, Inc [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Notes payable   36,035,000us-gaap_NotesPayable
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		       38,035,000us-gaap_NotesPayable
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		      
Outstanding Principal Balance   28,900,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		       10,000,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		      
Debt Instrument, Interest Rate Terms   one month LIBOR plus 3.15%              
Increase In minimum Repayments   500,000ck0001378774_IncreaseInMinimumRepayments
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		              
Secured Debt           38,035,000us-gaap_SecuredDebt
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		      
Debt Instrument, Face Amount   38,035,000us-gaap_DebtInstrumentFaceAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_KeybankNationalAssociationIncMember		              
Live Oaks of Hammond [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   4,550,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember		 [1],[2]       4,550,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember		     0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfHammondMember		 [1],[2]
Debt Instrument, Interest Rate Terms   One month LIBOR + 2.75% [2]              
Live Oaks of Slidell [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   3,700,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember		 [1],[2]       3,700,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember		     0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksOfSlidellMember		 [1],[2]
Debt Instrument, Interest Rate Terms   One month LIBOR + 2.75% [2]              
Spring Village at Wildewood [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance   6,410,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1],[2]       6,410,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		     0us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1],[2]
Debt Instrument, Interest Rate Terms   One month LIBOR + 2.75% [2]              
Gables of Hudson [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance           11,375,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		      
Key Bank [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Outstanding Principal Balance               $ 25,000,000us-gaap_DebtInstrumentCarryingAmount
/ dei_LegalEntityAxis
= ck0001378774_KeyBankMember		  
Debt Instrument, Interest Rate Terms               interest at a rate of one month LIBOR plus 3.0%  
Maximum [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Fixed rate debt, notes payable   6.43%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember		              
Variable rate debt, weighted average interest rate                 6.50%ck0001378774_LongTermDebtPercentageBearingVariableWeightedAverageInterestRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate   6.43%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember		              
Minimum [Member]                  
Notes Payable (Additional Textual) [Abstract]                  
Fixed rate debt, notes payable   2.80%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember		              
Variable rate debt, weighted average interest rate                 2.80%ck0001378774_LongTermDebtPercentageBearingVariableWeightedAverageInterestRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate   2.80%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember		              
[1] As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate.
[2] Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million
XML 48 R67.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related Party Transactions (Details Textual) (USD $)
 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Jan. 16, 2015
Feb. 10, 2015
Mar. 15, 2015
Related Party Transactions (Additional Textual) [Abstract]            
Acquisition expenses $ 2,724,000us-gaap_BusinessCombinationAcquisitionRelatedCosts $ 1,472,000us-gaap_BusinessCombinationAcquisitionRelatedCosts $ 1,387,000us-gaap_BusinessCombinationAcquisitionRelatedCosts      
Transition to Internal Management Agreement Description (i) one-fourth of 0.15% of our assets under management, calculated on a quarterly basis as of the last day of the quarter, or (ii) $150,000.          
Stock Issued During Period, Value, New Issues 308,000us-gaap_StockIssuedDuringPeriodValueNewIssues 52,000us-gaap_StockIssuedDuringPeriodValueNewIssues        
Common Stock [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
Stock Issued During Period, Shares, New Issues 27,407us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 5,204us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		        
Series C Preferred Stock [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
Stock Issued During Period, Value, New Issues   100,000us-gaap_StockIssuedDuringPeriodValueNewIssues
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		        
Series B Preferred Stock [Member] | Subsequent Event [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
Stock Issued During Period, Shares, New Issues       155,000us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember		    
KKR Equity Commitment [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
Securities Purchase Agreement Transaction Fee 2,000,000ck0001378774_SecuritiesPurchaseAgreementTransactionFee
/ us-gaap_PurchaseCommitmentExcludingLongtermCommitmentAxis
= ck0001378774_KkrEquityCommitmentMember		          
Securities Purchase Agreement Expenses Incurred 1,000,000ck0001378774_SecuritiesPurchaseAgreementExpensesIncurred
/ us-gaap_PurchaseCommitmentExcludingLongtermCommitmentAxis
= ck0001378774_KkrEquityCommitmentMember		          
Minimum Purchase Obligation Unused Fee 100,000ck0001378774_MinimumPurchaseObligationUnusedFee
/ us-gaap_PurchaseCommitmentExcludingLongtermCommitmentAxis
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/ us-gaap_PurchaseCommitmentExcludingLongtermCommitmentAxis
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Key Provisions of Operating or Partnership Agreement, Description (i) the sale is cash only, and (ii) the Company or the Operating Partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.          
KKR Equity Commitment [Member] | Investor Rights Agreement [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
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Transition to Internal Management Agreement [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
Transition to Internal Management Agreement Description The Transition Agreement limits the amount of the fees payable under our existing Advisory Agreement with the Advisor. Specifically, notwithstanding the provisions of the Advisory Agreement, acquisition fees, financing coordination fees, asset management fees, property management and leasing fees, and disposition fees payable under the Advisory Agreement are limited to an amount no more than (1) $3.2 million plus an excess amount of $3.2 million (the Excess Fee Amount) from February 10, 2013 to February 10, 2014, and (2) $3.2 million plus any remaining portion of the Excess Fee Amount during the period from the February 11, 2014 to February 10, 2015. The maximum aggregate amount of such fees payable to the Advisor from February 10, 2013 through February 10, 2015 under these limits was $9.6 million (the Maximum Fee Amount).          
Subordinated Sales and Financings Promote Description A subordinated sales and financings promote may be payable to the Advisor upon a distribution to holders of shares of our common stock outstanding as of February 10, 2013 (the Legacy Common Shares) resulting from a sale and financing of one or more of our assets, which will be determined and paid as an amount of shares of common stock equal to the ratio of: o 10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share cash distributions to the holders of the Legacy Common Shares in respect of cash from sales and financings, plus (ii) the total amount of all previous dividends or distributions paid on the Legacy Common Shares since the date of the inception of the Companys initial public offering; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Companys initial public offering through the date of the closing of the applicable sale or financing on the Legacy Common Shares; over: o the net asset value per share of common stock as of the closing of the applicable sale or financing (as defined in the Transition Agreement).          
Subordinated Internalization Promote Description In connection with a termination of the Advisory Agreement upon consummation of an internalization, the Advisor may be entitled to a subordinated internalization promote determined and paid on one-year anniversary of the termination of the Advisor Agreement, in an amount consisting of the sum of: o a cash payment equal to 40% of: 10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share net asset value on the determination date, plus (ii) the total amount of dividends or distributions paid on the Legacy Common Shares from date from inception of the Companys initial public offering through the determination date; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Companys initial public offering through the determination date on the Legacy Common Shares (such amount, the Subordinated Internalization Cash Amount); and an amount of shares of common stock equal to the ratio of: 60% of the Subordinated Internalization Cash Amount; over: the net asset value per share of common stock as of the determination date (as defined in the Transition Agreement).          
Subordinated Performance Fee Due Upon Termination Description If (1) we terminate the Advisory Agreement prior to an internalization for any reason other than a material breach by the Advisor, (2) the Advisory Agreement is not renewed (other than in connection with an internalization) because we are unwilling to renew the agreement on substantially similar terms, or (3) the Advisor terminates the Advisory Agreement prior to an internalization because of a material breach by us, then, we will pay the Advisor a subordinated performance fee due upon termination, payable in the form of a promissory note bearing simple interest at a rate of 5% per annum, in a principal amount equal to: o 10% of the amount, if any, by which (A) the sum of (i) the product of the Legacy Common Shares times the per share net asset value at the termination date and (ii) total distributions (excluding any stock dividends and distributions paid on shares of common stock redeemed by the Company) paid on the Legacy Common Shares through the termination date, exceeds (B) the sum of (i) the total invested capital for the Legacy Common Shares and (ii) the total distributions required to be made to the Legacy Common Shares in order to pay stockholders a 7% cumulative, non-compounded return from inception of the Companys initial public offering through the termination date; o less any prior payment to our Advisor of a subordinated sales and financings promote.          
Liquidation Event Advisor Fee Description (i) $4.0 million or $3.0 million (depending on when the event occurs), and (ii) the remaining portion of the $9.6 million Maximum Fee Amount, if any, not previously paid to our Advisor.          
Transition to Internal Management Agreement [Member] | Scenario, Forecast [Member]            
Related Party Transactions (Additional Textual) [Abstract]            
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Maximum [Member] | Subsequent Event [Member]            
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Advisory Agreement Advisor Responsibilities (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services.          
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Disposition Fee Description (i) 1.0% of the sales price of such property or properties, or (ii) one-half of the competitive real estate commission in light of the size, type and location of the property.          
Disposition Fee Description Of Addition To Real Estate Commissions (i) 6.0% of the aggregate contract sales price of each property or (ii) the competitive real estate commission for each property.          
XML 49 R61.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
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Investments in Unconsolidated Entities (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
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Equity Method Investment, Summarized Financial Information, Liabilities and Equity 28,554,000us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity [1],[2] 9,344,000us-gaap_EquityMethodInvestmentSummarizedFinancialInformationLiabilitiesAndEquity [3]
Cash and Cash Equivalents [Member]    
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[1] On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
[2] On October 2, 2014, through a wholly-owned subsidiary, we acquire a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
[3] The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
XML 51 R9.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2014
Summary Of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
3. Summary of Significant Accounting Policies
 
The summary of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.
 
Cash and Cash Equivalents
 
We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.
 
Restricted Cash
 
Restricted cash represents cash held in interest bearing accounts and amounts related to impound reserve accounts for property taxes and insurance as required under the terms of mortgage loan agreements. Based on the intended use of the restricted cash, we have classified changes in restricted cash within the statements of cash flows as operating or investing activities.
 
Principles of Consolidation and Basis of Presentation
 
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (“VIEs”), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary.
 
Investments in Unconsolidated Entities
 
We account for our investments in unconsolidated joint ventures under the equity method of accounting. We exercise significant influence, but do not control these entities or direct the activities that most significantly impact the venture’s performance. Investments in unconsolidated entities are recorded initially at cost and subsequently adjusted for cash contributions and distributions. We recognize our allocable share of the equity in earnings of our unconsolidated entities based on the respective venture’s structure and preferences.
 
Real Estate Purchase Price Allocation
 
We allocate the purchase price of our properties in accordance with ASC 805-10, “Business Combinations.” Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, site improvements, tenant improvements, intangible lease assets or liabilities including in-place leases, above market and below market leases, tenant relationships and goodwill. We allocated the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our assets is being charged to expense on a straight-line basis over the assigned useful lives. The value of the building and improvements are depreciated over an estimated useful life of 15 to 39 years.
 
In-place lease values are calculated based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant.
 
Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The value of acquired above and below market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations.
 
We amortize the value of in-place leases and above and below market leases over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the tenant improvements, intangible lease assets or liabilities and the in-place lease value will be immediately charged to expense.
 
Goodwill represents the excess of acquisition cost over the fair value of identifiable net assets of the business acquired.
 
Impairment of Real Estate Assets and Goodwill
 
Real Estate Assets
 
We assess whether there has been impairment in the value of our investments in real estate whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our portfolio is evaluated for impairment on a property-by-property basis. Indicators of potential impairment include the following:
 
⋅
Change in strategy resulting in a decreased holding period;
 
⋅
Decreased occupancy levels;
 
⋅
Deterioration of the rental market as evidenced by rent decreases over numerous quarters;
 
⋅
Properties adjacent to or located in the same submarket as those with recent impairment issues; and/or
 
⋅
Tenant financial problems.
 
During 2014, 2013 and 2012, we did not record any impairment charges related to our investments in real estate. The assessment as to whether our investments in real estate are impaired is highly subjective. The calculations, which are primarily based on discounted cash flow analyses, involve management’s best estimate of the holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements for each property. A change in any one or more of these factors could materially impact whether a property is impaired as of any given valuation date.
 
Goodwill
 
We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The guidance on goodwill impairment requires us to annually test goodwill for impairment under a two-step impairment test or under a qualitative assessment which became optional in 2011. In Step 1 of the two-step test, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting unit based on the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then the company records an impairment loss equal to the difference.
 
For the years ended December 31, 2014 and 2013, the Company performed Step 1 in its evaluation of goodwill. The Company did not record any impairment charges related to our goodwill.
 
Income Taxes
 
For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008, which imposes limitations related to operating assisted-living properties.
 
Each taxable REIT subsidiary (“TRS”) is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
 
Uncertain Tax Positions
 
In accordance with the requirements of ASC 740-10, “Income Taxes,” favorable tax positions are included in the calculation of tax liabilities if it is more likely than not that the Company’s adopted tax position will prevail if challenged by tax authorities. As a result of our REIT status, we are able to claim a dividends-paid deduction on our tax return to deduct the full amount of common dividends paid to stockholders when computing our annual taxable income. A REIT is subject to a 100% tax on the net income from prohibited transactions. A “prohibited transaction” is the sale or other disposition of property held primarily for sale to customers in the ordinary course of a trade or business. There is a safe harbor which, if met, expressly prevents the Internal Revenue Service (the “IRS”) from asserting the prohibited transaction test. As we have not had any sales of properties to date, the prohibited transaction tax is not applicable. We have no income tax expense, deferred tax assets or deferred tax liabilities associated with any such uncertain tax positions for the operations of any entity included in the consolidated results of operations.
 
Tenant and Other Receivables
 
Tenant and other receivables are comprised of rental and reimbursement billings due from tenants. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts. Management assesses the realizability of tenant receivables on an ongoing tenant by tenant basis and provides for allowances as such balances, or portions thereof, become uncollectible. For the years ended December 31, 2014 and December 31, 2013 provisions for bad debts amounted to approximately $276,000 and $50,000, respectively. The allowance for tenant receivables is included in property operating and maintenance expenses in the accompanying consolidated statements of operations.
 
Deferred Financing Costs
 
Costs incurred in connection with debt financing are recorded as deferred financing costs. Deferred financing costs are amortized using a method which approximates the effective interest rate method over the contractual terms of the respective financings.
 
Revenue Recognition
 
Revenue is recognized when four basic criteria are met: persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases may provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants.
 
Noncontrolling Interest in Consolidated Subsidiaries
 
Noncontrolling interests include the portion of consolidated entities that are not owned by the Company, and the KKR net investment of $94.7 million in Series B Preferred Units. The Series B Preferred Units have a liquidation preference that is determined as the greater of: (i) $ 100 per unit, plus accrued and unpaid distributions or (ii) the distribution that would be made on number of common shares into which shares of Series B Preferred Units could be converted.
 
ASC 810-10-65 Consolidation clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10-65 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.
 
We periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.
 
Fair Value of Financial Instruments
 
FASB ASC 825-10, “Financial Instruments,” requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value.
 
Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity’s assumptions about market participant assumptions used to value an asset or liability.
 
Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
 
Level 1. Quoted prices in active markets for identical instruments.
 
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument.
 
We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow.
 
Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of notes payable, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.
 
Use of Estimates
 
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could materially differ from those estimates.
 
New Accounting Standards
 
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.   
XML 52 R62.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stockholders' Equity (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Summary of distributions declared      
Distributions Declared, Cash $ 1,354,000ck0001378774_DistributionDeclaredButNotPaid $ 1,528,000ck0001378774_DistributionDeclaredButNotPaid $ 1,533,000ck0001378774_DistributionDeclaredButNotPaid
Common Stock [Member]      
Summary of distributions declared      
Distributions Declared, Cash 5,646,000ck0001378774_DistributionDeclaredButNotPaid
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1] 6,150,000ck0001378774_DistributionDeclaredButNotPaid
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1] 3,940,000ck0001378774_DistributionDeclaredButNotPaid
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1]
Distributions Declared, Reinvested 339,000ck0001378774_AmountReinvested
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1] 113,000ck0001378774_AmountReinvested
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1] 0ck0001378774_AmountReinvested
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1]
Distributions Declared, Total $ 5,985,000us-gaap_DividendsCommonStock
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1] $ 6,263,000us-gaap_DividendsCommonStock
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1] $ 3,940,000us-gaap_DividendsCommonStock
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 [1]
[1] In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of equity issuances or from borrowings in anticipation of future cash flow.
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Investments in Real Estate (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles    
Total Investment In Real Estate $ 369,069,000us-gaap_RealEstateInvestmentPropertyNet $ 235,219,000us-gaap_RealEstateInvestmentPropertyNet
Land [Member]    
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles    
Cost 42,266,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_LandMember		 28,561,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_LandMember
Accumulated depreciation and amortization 0us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_LandMember		 0us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_LandMember
Total Investment In Real Estate 42,266,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_LandMember		 28,561,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_LandMember
Buildings and Improvements [Member]    
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles    
Cost 327,858,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_BuildingAndBuildingImprovementsMember		 206,720,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_BuildingAndBuildingImprovementsMember
Accumulated depreciation and amortization (21,070,000)us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_BuildingAndBuildingImprovementsMember		 (14,225,000)us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_BuildingAndBuildingImprovementsMember
Total Investment In Real Estate 306,788,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_BuildingAndBuildingImprovementsMember		 192,495,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= us-gaap_BuildingAndBuildingImprovementsMember
Furniture, Fixtures and Equipment [Member]    
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles    
Cost 13,125,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_FurnitureFixturesAndEquipmentMember		 7,505,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_FurnitureFixturesAndEquipmentMember
Accumulated depreciation and amortization (4,138,000)us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_FurnitureFixturesAndEquipmentMember		 (2,762,000)us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_FurnitureFixturesAndEquipmentMember
Total Investment In Real Estate 8,987,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_FurnitureFixturesAndEquipmentMember		 4,743,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_FurnitureFixturesAndEquipmentMember
Intangible lease assets [Member]    
Cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles    
Cost 26,752,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_IntangibleLeaseAssetsMember		 21,515,000us-gaap_RealEstateInvestmentPropertyAtCost
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_IntangibleLeaseAssetsMember
Accumulated depreciation and amortization (15,724,000)us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_IntangibleLeaseAssetsMember		 (12,095,000)us-gaap_RealEstateInvestmentPropertyAccumulatedDepreciation
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_IntangibleLeaseAssetsMember
Total Investment In Real Estate $ 11,028,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_IntangibleLeaseAssetsMember		 $ 9,420,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_PropertyPlantAndEquipmentByTypeAxis
= ck0001378774_IntangibleLeaseAssetsMember

XML 55 R29.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Unconsolidated Entities (Tables)
 12 Months Ended
Dec. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Accounting
As of December 31, 2014, the Company owned an interest in the following entities that are accounted for under the equity method of accounting:
 
Entity  (1)
 
Property Type
 
Acquired
 
Investment  (2)
 
 
Ownership%
 
Physicians Center MOB
 
Medical Office Building
 
April 2012
 
$
309,000
 
 
 
71.9
%
Buffalo Crossing
 
Assisted-Living Facility - Under Development
 
January 2014
 
 
1,161,000
 
 
 
25.0
%
The Parkway
 
Assisted-Living Facility - Under Development
 
October 2014
 
 
3,676,000
 
 
 
65.0
%
 
 
 
 
 
 
$
5,146,000
 
 
 
 
 
 
As of December 31, 2013, the Company owned interests in the following entity that was accounted for under the equity method of accounting:
 
Entity  (1)
 
Property Type
 
Acquired
 
Investment  (2)
 
 
Ownership%
 
Physicians Center MOB
 
Medical Office Building
 
April 2012
 
$
1,297,000
 
 
 
71.9
%
 
(1)
These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity’s performance.
 
(2)
Represents the carrying value of the Company’s investment in each unconsolidated entity.
Schedule of Combined Financial Information For Unconsolidated Entities
Summarized combined financial information for the Company’s unconsolidated entities is as follows:
 
 
 
December 31,
2014 (4)(5)
 
December 31,
2013 (2)
 
Cash and cash equivalents
 
$
48,000
 
$
97,000
 
Investments in real estate, net
 
 
27,737,000
 
 
8,888,000
 
Other assets
 
 
769,000
 
 
359,000
 
Total assets
 
$
28,554,000
 
$
9,344,000
 
 
 
 
 
 
 
 
 
Notes payable
 
$
17,444,000
 
$
7,472,000
 
Accounts payable and accrued liabilities
 
 
1,676,000
 
 
73,000
 
Other liabilities
 
 
68,000
 
 
52,000
 
Total stockholders’ equity
 
 
9,366,000
 
 
1,747,000
 
Total liabilities and equity
 
$
28,554,000
 
$
9,344,000
 
 
 
 
For the year ended December 31,
 
 
 
2014  (4)(5)
 
2013  (1)(2)
 
2012  (1)(2)(3)
 
Total revenues
 
$
1,631,000
 
$
2,294,000
 
$
2,433,000
 
Net loss
 
 
(487,000)
 
 
(158,000)
 
 
(418,000)
 
Company’s equity in loss from unconsolidated entities
 
 
352,000
 
 
73,000
 
 
228,000
 
 
(1)
Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $ 11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $ 3.5 million. The Company recorded a gain of $ 1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
(2)
The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
(3)
The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
(4)
On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
(5)
On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
XML 56 R28.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Real Estate (Tables)
 12 Months Ended
Dec. 31, 2014
Investments In Real Estate [Abstract]  
Schedule Regarding Property Portfolio Of Consolidated Investments
The following table provides summary information regarding our property portfolio of consolidated investments as of December 31, 2014:
 
Property Name
 
Location
 
Percentage
Ownership
 
Date
Purchased
 
Purchase
Price
 
Caruth Haven Court
 
Highland Park, TX
 
 
100%
 
1/22/2009
 
$
20,500,000
 
The Oaks Bradenton
 
Bradenton, FL
 
 
100%
 
5/1/2009
 
 
4,500,000
 
GreenTree at Westwood
 
Columbus, IN
 
 
100%
 
12/30/2009
 
 
5,150,000
 
Mesa Vista Inn Health Center
 
San Antonio, TX
 
 
100%
 
12/31/2009
 
 
13,000,000
 
Rome LTACH Project
 
Rome, GA
 
 
100%
 
1/12/2010
 
 
18,900,000
 
Oakleaf Village at Lexington
 
Lexington, SC
 
 
80%
 
4/30/2010
 
 
14,512,000
 
Oakleaf Village at Greenville
 
Greenville, SC
 
 
80%
 
4/30/2010
 
 
12,488,000
 
Global Rehab Inpatient Rehab Facility
 
Dallas, TX
 
 
100%
 
8/19/2010
 
 
14,800,000
 
Terrace at Mountain Creek
 
Chattanooga, TN
 
 
100%
 
9/3/2010
 
 
8,500,000
 
Carriage Court of Hilliard
 
Hilliard, OH
 
 
100%
 
12/22/2010
 
 
17,500,000
 
Hedgcoxe Health Plaza
 
Plano, TX
 
 
100%
 
12/22/2010
 
 
9,094,000
 
River’s Edge of Yardley
 
Yardley, PA
 
 
100%
 
12/22/2010
 
 
4,500,000
 
Forestview Manor
 
Meredith, NH
 
 
100%
 
1/14/2011
 
 
10,750,000
 
Woodland Terrace at the Oaks
 
Allentown, PA
 
 
100%
 
4/14/2011
 
 
9,000,000
 
Amber Glen
 
Urbana, IL
 
 
80%
 
8/31/2012
 
 
13,622,000
 
Mill Creek
 
Springfield, IL
 
 
80%
 
8/31/2012
 
 
12,356,000
 
Hudson Creek
 
Bryan, TX
 
 
80%
 
8/31/2012
 
 
11,546,000
 
Sugar Creek
 
Normal, IL
 
 
80%
 
8/31/2012
 
 
11,963,000
 
Woodbury Mews Portfolio
 
Woodbury, NJ
 
 
100%
 
10/21/2013
 
 
38,126,000
 
Standish Village
 
Dorchester, MA
 
 
95%
 
12/6/2013
 
 
15,550,000
 
Compass on the Bay
 
Boston, MA
 
 
95%
 
4/4/2014
 
 
11,700,000
 
St. Andrews Village
 
Aurora, CO
 
 
100%
 
8/20/2014
 
 
42,500,000
 
Live Oaks of Hammond
 
Hammond, LA
 
 
100%
 
11/14/2014
 
 
6,985,000
 
Live Oaks of Slidell
 
Slidell, LA
 
 
100%
 
11/14/2014
 
 
5,715,000
 
Spring Village at Wildewood
 
California, MD
 
 
100%
 
11/24/2014
 
 
9,650,000
 
Gables of Hudson
 
Hudson, OH
 
 
100%
 
12/18/2014
 
 
16,750,000
 
Sumter Place
 
The Villages, FL
 
 
100%
 
12/31/2014
 
 
48,500,000
 
Schedule Of Cost and Accumulated Depreciation and Amortization Related To Real Estate Assets and Related Lease Intangibles
As of December 31, 2014, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows:
 
 
 
Land
 
Buildings and
Improvements
 
Furniture,
Fixtures
and Equipment
 
Intangible Lease
Assets
 
Cost
 
$
42,266,000
 
$
327,858,000
 
$
13,125,000
 
$
26,752,000
 
Accumulated depreciation and amortization
 
 
-
 
 
(21,070,000)
 
 
(4,138,000)
 
 
(15,724,000)
 
Net
 
$
42,266,000
 
$
306,788,000
 
$
8,987,000
 
$
11,028,000
 
 
As of December 31, 2013, accumulated depreciation and amortization related to investments in real estate and related lease intangibles were as follows:
 
 
 
Land
 
Buildings and
Improvements
 
Furniture, Fixtures
and Equipment
 
Intangible Lease
Assets
 
Cost
 
$
28,561,000
 
$
206,720,000
 
$
7,505,000
 
$
21,515,000
 
Accumulated depreciation and amortization
 
 
-
 
 
(14,225,000)
 
 
(2,762,000)
 
 
(12,095,000)
 
Net
 
$
28,561,000
 
$
192,495,000
 
$
4,743,000
 
$
9,420,000
 
Eatimated Amortization
Estimated amortization for each of the five following years ended December 31 is as follows:
 
 
 
Intangible Assets
2015
 
 
4,359,000
2016
 
 
559,000
2017
 
 
557,000
2018
 
 
557,000
2019
 
 
464,000
2020 and thereafter
 
 
4,532,000
XML 57 R56.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks (Details Textual)
 12 Months Ended
Dec. 31, 2014
Senior Living Segment [Member] | Sales Revenue, Net [Member]  
Concentration Of Risks Textual [Abstract]  
Concentration Risk, Percentage 89.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByBenchmarkAxis
= us-gaap_SalesRevenueNetMember
/ us-gaap_ProductOrServiceAxis
= ck0001378774_SeniorLivingSegmentMember
Medical Office Building [Member]  
Concentration Of Risks Textual [Abstract]  
Number of Real Estate Properties 13us-gaap_NumberOfRealEstateProperties
/ us-gaap_StatementGeographicalAxis
= ck0001378774_MedicalOfficeBuildingMember
XML 58 R44.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Real Estate (Details 2) (USD $)
Dec. 31, 2014
Estimated amortization  
2015 $ 4,359,000us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths
2016 559,000us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo
2017 557,000us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree
2018 557,000us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour
2019 464,000us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive
2020 and thereafter $ 4,532,000us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive
XML 59 R30.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2014
Notes Payable [Abstract]  
Summary Of Covenants And Requirements
The following table summarizes the debt terms and our outstanding principal loan balances as of December 31, 2014 and December 31, 2013:
 
 
 
 
 
 
 
Outstanding Principal
 
 
Outstanding Principal
 
 
 
 
 
 
 
 
 
Balance as of
 
 
Balance as of
 
 
 
Property Name
 
Payment Type
 
Interest Rate
 
December 31, 2014 (1)
 
 
December 31, 2013 (1) 
 
 
Maturity Date
Amber Glen
 
Principal and interest at a 30-year amortization rate
 
6.40%—fixed
 
$
8,377,000
 
 
$
8,503,000
 
 
1-Jun-19
Carriage Court of Hilliard
 
Principal and interest at a 35-year amortization rate
 
2.80%—fixed
 
$
13,273,000
 
 
$
13,515,000
 
 
1-Nov-47
Caruth Haven Court
 
Principal and interest at a 30-year amortization rate
 
6.43%—fixed
 
$
9,417,000
 
 
$
9,551,000
 
 
1-Jan-20
Greentree
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
3,714,000
 
 
$
3,779,000
 
 
1-Jul-19
Forestview Manor
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
8,433,000
 
 
$
8,580,000
 
 
1-Jul-19
Global Rehab Inpatient Rehab Facility (2)
 
Principal and interest at a 30-year amortization rate
 
4.75%—fixed
 
$
7,136,000
 
 
$
7,248,000
 
 
22-Oct-18
Hedgcoxe Health Plaza
 
Principal and interest at a 30-year amortization rate
 
4.90%—fixed
 
$
5,407,000
 
 
$
5,492,000
 
 
14-Aug-22
Hudson Creek
 
Principal and interest at a 30-year amortization rate
 
6.11%—fixed
 
$
7,753,000
 
 
$
7,866,000
 
 
1-Jun-19
Mesa Vista Inn Health Center (4)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
10,000,000
 
 
$
6,700,000
 
 
10-Nov-17
Mill Creek
 
Principal and interest at a 30-year amortization rate
 
6.40%—fixed
 
$
8,086,000
 
 
$
8,208,000
 
 
1-Jun-19
Oakleaf Village Portfolio
 
Principal and interest at a 25-year amortization rate
 
4.00%—fixed
 
$
19,484,000
 
 
$
20,000,000
 
 
26-Nov-18
River’s Edge of Yardley
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
6,247,000
 
 
$
6,355,000
 
 
1-Jul-19
Rome LTACH
 
Principal and interest at a 25-year amortization rate
 
4.50%—fixed
 
$
12,747,000
 
 
$
13,070,000
 
 
31-Mar-17
Sugar Creek
 
Principal and interest at a 30-year amortization rate
 
6.20%—fixed
 
$
7,589,000
 
 
$
7,703,000
 
 
1-Jun-19
The Oaks Bradenton
 
Principal and interest at a 30-year amortization rate.
 
4.45%—fixed
 
$
3,936,000
 
 
$
4,004,000
 
 
1-Jul-19
Terrace at Mountain Creek
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
8,433,000
 
 
$
8,580,000
 
 
1-Jul-19
Woodland Terrace at the Oaks (3)
 
Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate
 
4.87%—fixed
 
$
8,995,000
 
 
$
6,212,000
 
 
1-Oct-24
Woodbury Mews
 
Interest only; 25- year amortization rate 
 
One month LIBOR + 3.00%
 
$
24,889,000
 
 
$
25,000,000
 
 
21-Oct-15
Standish Village
 
Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate
 
5.76%—fixed
 
$
10,885,000
 
 
$
10,885,000
 
 
1-Jan-24
Compass on the Bay
 
Principal and interest at a 35-year amortization rate
 
3.32%—fixed
 
$
3,823,000
 
 
$
-
 
 
1-Mar-45
Compass on the Bay 2nd
 
Principal and interest at a 35-year amortization rate
 
5.65%—fixed
 
$
2,701,000
 
 
 
 
 
 
1-Mar-45
Live Oaks of Hammond (5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
4,550,000
 
 
$
-
 
 
10-Nov-17
Live Oaks of Slidell(5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
3,700,000
 
 
$
-
 
 
10-Nov-17
Spring Village at Wildewood(5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
6,410,000
 
 
$
-
 
 
10-Nov-17
Gables of Hudson(5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
11,375,000
 
 
$
-
 
 
10-Nov-17
Sumter Place
 
Interest only; 30-year amortization rate
 
One month LIBOR + 3.15%
 
$
28,860,000
 
 
$
-
 
 
31-Dec-17
St. Andrews Village
 
Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate
 
Months 1-24 floating rate of one month LIBOR plus 3.07%; 4.64 fixed rate for the remaining term
 
$
30,205,000
 
 
$
-
 
 
1-Sep-23
 
 
 
 
 
 
$
276,425,000
 
 
$
181,251,000
 
 
 
 
 
 
 
Add: premium
 
$
51,000
 
 
$
394,000
 
 
 
 
 
 
 
Notes payable, net
 
$
276,476,000
 
 
$
181,645,000
 
 
 
 
(1)
As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate.
(2)
On October 22, 2013, this loan was modified to reduce the interest rate from a variable rate of 6.25% to a fixed rate of 4.75%.
(3)
On September 19, 2014, this loan was refinanced with BB&T Real Estate Funding LLC.
(4)
On November 14, 2014 this loan was refinanced with KeyBank.
(5)
Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million
Principal payments due on notes payable
Principal payments due on our notes payable as of December 31, 2014 and each of the five subsequent years are as follows:
 
Year
    
Principal Amount
 
2015
 
$
27,551,000
 
2016
 
 
2,788,000
 
2017
 
 
79,528,000
 
2018
 
 
27,133,000
 
2019
 
 
67,744,000
 
2020 and thereafter
 
 
71,681,000
 
 
 
$
276,425,000
 
XML 60 R31.htm IDEA: XBRL DOCUMENT v2.4.1.9
Future Minimum Lease Payments (Tables)
 12 Months Ended
Dec. 31, 2014
Leases, Operating [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases
Future minimum lease payments to be received from leases under the triple-net leased segment and medical office building segment as of December 31, 2014 are as follows:
 
Years ending December 31, 
 
Payment Amount
 
2015
 
$
9,277,000
 
2016
 
 
9,276,000
 
2017
 
 
9,453,000
 
2018
 
 
9,656,000
 
2019
 
 
9,793,000
 
2020 and thereafter
 
 
58,719,000
 
XML 61 R8.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity Issuances
 12 Months Ended
Dec. 31, 2014
Equity Issuances [Abstract]  
Equity Issuances
2. Equity Issuances
 
Our charter authorizes the issuance of up to 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share. 
 
From June 2008 until May 2011, we conducted public offerings of our shares of common stock. Our initial public offering terminated on February 3, 2011, immediately prior to commencement of our follow-on public offering on February 4, 2011. As of December 31, 2014, we had sold a total of 12.7 million shares of our common stock pursuant to our initial and follow-on public offerings for aggregate gross proceeds of $127.0 million.
 
On February 10, 2013, we entered into a series of agreements, which have been amended at various times after February 10, 2013, with the Sentinel RE Investment Holdings LP (the “Investor”), an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) for the purpose of obtaining up to a $158.7 million equity commitment to be used to finance future investment opportunities (such investment and the related agreements, are referred to herein collectively as the “KKR Equity Commitment”). Pursuant to the KKR Equity Commitment, the Company authorized and issued  1,000 shares of  Senior Cumulative Preferred Stock, Series C, $0.01 par value per share (the “Series C Preferred Stock”), representing an aggregate issuance amount of $100,000. The Operating Partnership may issue Series B Preferred Units up to an aggregate issuance amount of $158.6 million. Subject to certain limitations, the Series B Preferred Units may be converted into common stock of the Company. The obligations of KKR to fund and of the Company to draw funds under the KKR Equity Commitment are subject to various conditions, limitations and penalties.
 
On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to our distribution reinvestment plan. The distribution reinvestment plan offering shares were initially offered at a purchase price of $10.02 per share, which was the then-current estimated per-share value of our common stock. Effective February 28, 2014, the distribution reinvestment plan offering shares are being offered at a purchase price of $11.63 per share, which is our updated estimated per-share value of our common stock as of February 28, 2014. As of December 31, 2014, we had sold a total of 583,611 shares of our common stock pursuant to our distribution reinvestment plan offering for aggregate gross proceeds of $5.6 million.
XML 62 R32.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks (Tables)
 12 Months Ended
Dec. 31, 2014
Segment Reporting Information [Line Items]  
Geographic risks by operating segment
The following table provides information about our geographic risk related to each of the five states and their economies for the three years ended December 31, 2014:
 
 
 
Percentage of Total Revenues
 
State
 
December 31,
2014
 
December 31,
2013
 
December 31,
2012
 
Illinois
 
 
13%
 
 
17%
 
 
7%
 
Texas
 
 
12%
 
 
16%
 
 
16%
 
New Jersey
 
 
11%
 
 
3%
 
 
0%
 
South Carolina
 
 
10%
 
 
12%
 
 
15%
 
Pennsylvania
 
 
10%
 
 
11%
 
 
14%
 
Senior Living Operators [Member]  
Segment Reporting Information [Line Items]  
Geographic risks by operating segment
The following table provides information about our senior living operators which accounted for 10% or more of our total revenue for the three years ended December 31, 2014:
 
 
 
Percentage of Total Revenues
 
Operators
 
December 31,
2014
 
December 31,
2013
 
December 31,
2012
 
Good Neighbor Care
 
 
18%
 
 
20%
 
 
25%
 
JEA Senior Living
 
 
17%
 
 
21%
 
 
9%
 
Woodbine Senior Living
 
 
11%
 
 
13%
 
 
16%
 
Compass Pointe
 
 
11%
 
 
3%
 
 
0%
 
Royal Senior Care
 
 
10%
 
 
12%
 
 
15%
 
XML 63 R40.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions (Details 1) (Woodbury Mews and the Standish Village acquisitions [Member], USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Woodbury Mews and the Standish Village acquisitions [Member]
      
Business Acquisition [Line Items]      
Revenues $ 97,204,000us-gaap_BusinessAcquisitionsProFormaRevenue
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember		 $ 78,045,000us-gaap_BusinessAcquisitionsProFormaRevenue
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember		 $ 61,809,000us-gaap_BusinessAcquisitionsProFormaRevenue
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember
Net (loss) income $ (1,519,000)us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember		 $ 3,003,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember		 $ (886,000)us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember
Basic and diluted net (loss) income per common share attributable to common stockholders $ (0.12)ck0001378774_BasicAndDilutedNetLossPerCommonShareAttributableToCommonStockholders
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember		 $ 0.24ck0001378774_BasicAndDilutedNetLossPerCommonShareAttributableToCommonStockholders
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember		 $ (0.07)ck0001378774_BasicAndDilutedNetLossPerCommonShareAttributableToCommonStockholders
/ us-gaap_BusinessAcquisitionAxis
= ck0001378774_WoodburyMewsAndStandishVillageAcquisitionsMember
XML 64 R53.htm IDEA: XBRL DOCUMENT v2.4.1.9
Future Minimum Lease Payments (Details) (USD $)
Dec. 31, 2014
Leases Operating [Line Items]  
2015 $ 9,277,000us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableCurrent
2016 9,276,000us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInTwoYears
2017 9,453,000us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInThreeYears
2018 9,656,000us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFourYears
2019 9,793,000us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableInFiveYears
2020 and thereafter $ 58,719,000us-gaap_OperatingLeasesFutureMinimumPaymentsReceivableThereafter
XML 65 R72.htm IDEA: XBRL DOCUMENT v2.4.1.9
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details Textual) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]  
SEC Schedule III, Real Estate, Federal Income Tax Basis $ 390.0us-gaap_RealEstateFederalIncomeTaxBasis
XML 66 R2.htm IDEA: XBRL DOCUMENT v2.4.1.9
CONSOLIDATED BALANCE SHEETS (USD $)
Dec. 31, 2014
Dec. 31, 2013
ASSETS    
Cash and cash equivalents $ 35,564,000us-gaap_CashAndCashEquivalentsAtCarryingValue $ 21,792,000us-gaap_CashAndCashEquivalentsAtCarryingValue
Investments in real estate:    
Land 42,266,000us-gaap_Land 28,561,000us-gaap_Land
Buildings and improvements, net 306,788,000us-gaap_InvestmentBuildingAndBuildingImprovements 192,495,000us-gaap_InvestmentBuildingAndBuildingImprovements
Furniture, fixtures and vehicles, net 8,987,000ck0001378774_FurnitureFixturesAndEquipmentNet 4,743,000ck0001378774_FurnitureFixturesAndEquipmentNet
Intangible lease assets, net 11,028,000us-gaap_FiniteLivedIntangibleAssetAcquiredInPlaceLeases 9,420,000us-gaap_FiniteLivedIntangibleAssetAcquiredInPlaceLeases
Total Investment In Real Estate 369,069,000us-gaap_RealEstateInvestmentPropertyNet 235,219,000us-gaap_RealEstateInvestmentPropertyNet
Deferred financing costs, net 3,338,000us-gaap_DeferredFinanceCostsNet 1,966,000us-gaap_DeferredFinanceCostsNet
Investment in unconsolidated entities 5,146,000us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures 1,297,000us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures
Tenant and other receivables, net 4,037,000us-gaap_AccountsAndNotesReceivableNet 3,204,000us-gaap_AccountsAndNotesReceivableNet
Deferred costs and other assets 5,554,000us-gaap_DeferredCostsLeasingNet 3,469,000us-gaap_DeferredCostsLeasingNet
Restricted cash 5,161,000us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue 3,930,000us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue
Goodwill 5,965,000us-gaap_Goodwill 5,965,000us-gaap_Goodwill
Total assets 433,834,000us-gaap_Assets 276,842,000us-gaap_Assets
Liabilities:    
Notes payable, net 276,476,000us-gaap_NotesPayable 181,645,000us-gaap_NotesPayable
Accounts payable and accrued liabilities 10,178,000us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent 5,367,000us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent
Prepaid rent and security deposits 3,029,000us-gaap_AdvanceRent 1,996,000us-gaap_AdvanceRent
Distributions payable 1,446,000us-gaap_DividendsPayableCurrentAndNoncurrent 1,589,000us-gaap_DividendsPayableCurrentAndNoncurrent
Total liabilities 291,129,000us-gaap_Liabilities 190,597,000us-gaap_Liabilities
Equity:    
Preferred Stock Series C, $0.01 par value; 1,000 shares authorized; 1,000 and 1,000 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively. 0us-gaap_PreferredStockValue 0us-gaap_PreferredStockValue
Common stock, $0.01 par value; 580,000,000 shares authorized; 11,472,765 and 12,608,534 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively 115,000us-gaap_CommonStockValue 126,000us-gaap_CommonStockValue
Additional paid-in capital 66,792,000us-gaap_AdditionalPaidInCapitalCommonStock 83,346,000us-gaap_AdditionalPaidInCapitalCommonStock
Accumulated deficit (18,714,000)us-gaap_RetainedEarningsAccumulatedDeficit (16,048,000)us-gaap_RetainedEarningsAccumulatedDeficit
Total stockholders' equity 48,193,000us-gaap_StockholdersEquity 67,424,000us-gaap_StockholdersEquity
Noncontrolling interests:    
Series B convertible preferred OP units 91,088,000us-gaap_MinorityInterestInOperatingPartnerships 15,100,000us-gaap_MinorityInterestInOperatingPartnerships
Other noncontrolling interest 3,424,000us-gaap_NonredeemableNoncontrollingInterest 3,721,000us-gaap_NonredeemableNoncontrollingInterest
Total equity 142,705,000us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest 86,245,000us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
Total liabilities and equity $ 433,834,000us-gaap_LiabilitiesAndStockholdersEquity $ 276,842,000us-gaap_LiabilitiesAndStockholdersEquity
XML 67 R45.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Real Estate (Details Textual) (USD $)
In Millions, unless otherwise specified
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]      
Real Estate Accumulated Depreciation, Depreciation Expense $ 8.2us-gaap_SECScheduleIIIRealEstateAccumulatedDepreciationDepreciationExpense $ 5.9us-gaap_SECScheduleIIIRealEstateAccumulatedDepreciationDepreciationExpense $ 4.5us-gaap_SECScheduleIIIRealEstateAccumulatedDepreciationDepreciationExpense
Finite-Lived Intangible Assets, Remaining Amortization Period 11 years    
Amortization associated with the intangible assets $ 3.6us-gaap_AmortizationOfIntangibleAssets $ 2.8us-gaap_AmortizationOfIntangibleAssets $ 2.6us-gaap_AmortizationOfIntangibleAssets
Minimum [Member]      
Property, Plant and Equipment [Line Items]      
Finite-Lived Intangible Asset, Useful Life 1 year    
Maximum [Member]      
Property, Plant and Equipment [Line Items]      
Finite-Lived Intangible Asset, Useful Life 20 years    
XML 68 R6.htm IDEA: XBRL DOCUMENT v2.4.1.9
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows from operating activities:      
Net income (loss) $ 487,000us-gaap_ProfitLoss $ 2,454,000us-gaap_ProfitLoss $ (810,000)us-gaap_ProfitLoss
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Amortization of deferred financing costs 589,000us-gaap_AmortizationOfFinancingCosts 429,000us-gaap_AmortizationOfFinancingCosts 474,000us-gaap_AmortizationOfFinancingCosts
Depreciation and amortization 11,793,000us-gaap_DepreciationAndAmortization 8,691,000us-gaap_DepreciationAndAmortization 7,095,000us-gaap_DepreciationAndAmortization
Straight-line rent and above/below market lease amortization (686,000)us-gaap_StraightLineRent (639,000)us-gaap_StraightLineRent (716,000)us-gaap_StraightLineRent
Gain on disposition of investment in unconsolidated entity 0ck0001378774_GainOrLossOnSaleOfInvestmentInUnconsolidatedEntity (1,701,000)ck0001378774_GainOrLossOnSaleOfInvestmentInUnconsolidatedEntity 0ck0001378774_GainOrLossOnSaleOfInvestmentInUnconsolidatedEntity
Amortization of loan premium (63,000)us-gaap_AmortizationOfDebtDiscountPremium (70,000)us-gaap_AmortizationOfDebtDiscountPremium 0us-gaap_AmortizationOfDebtDiscountPremium
Real estate contingent consideration 0ck0001378774_RealEstateEarnOutCosts 0ck0001378774_RealEstateEarnOutCosts 110,000ck0001378774_RealEstateEarnOutCosts
Gain on remeasurement of investment in unconsolidated entity 0us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain 0us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain (1,282,000)us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain
Equity in loss from unconsolidated entities 352,000us-gaap_IncomeLossFromEquityMethodInvestments [1],[2] 73,000us-gaap_IncomeLossFromEquityMethodInvestments [3],[4] 228,000us-gaap_IncomeLossFromEquityMethodInvestments [3],[4],[5]
Bad debt expense 276,000us-gaap_ProvisionForDoubtfulAccounts 50,000us-gaap_ProvisionForDoubtfulAccounts 51,000us-gaap_ProvisionForDoubtfulAccounts
Deferred tax benefit (869,000)us-gaap_IncreaseDecreaseInDeferredIncomeTaxes (549,000)us-gaap_IncreaseDecreaseInDeferredIncomeTaxes (225,000)us-gaap_IncreaseDecreaseInDeferredIncomeTaxes
Changes in operating assets and liabilities:      
Tenant and other receivables (125,000)us-gaap_IncreaseDecreaseInAccountsReceivable (451,000)us-gaap_IncreaseDecreaseInAccountsReceivable 88,000us-gaap_IncreaseDecreaseInAccountsReceivable
Deferred costs and other assets (186,000)ck0001378774_DeferredCostsAndDeposits 83,000ck0001378774_DeferredCostsAndDeposits (828,000)ck0001378774_DeferredCostsAndDeposits
Restricted cash (65,000)us-gaap_IncreaseDecreaseInRestrictedCashForOperatingActivities (366,000)us-gaap_IncreaseDecreaseInRestrictedCashForOperatingActivities 4,000us-gaap_IncreaseDecreaseInRestrictedCashForOperatingActivities
Prepaid rent and tenant security deposits 887,000ck0001378774_IncreaseDecreaseInRentsReceivedInAdvanceAndTenantSecurityDeposits 117,000ck0001378774_IncreaseDecreaseInRentsReceivedInAdvanceAndTenantSecurityDeposits 344,000ck0001378774_IncreaseDecreaseInRentsReceivedInAdvanceAndTenantSecurityDeposits
Accounts payable and accrued expenses 807,000us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities 770,000us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities 1,516,000us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
Net cash provided by operating activities 13,197,000us-gaap_NetCashProvidedByUsedInOperatingActivities 8,891,000us-gaap_NetCashProvidedByUsedInOperatingActivities 6,049,000us-gaap_NetCashProvidedByUsedInOperatingActivities
Cash flows from investing activities:      
Real estate acquisitions (135,018,000)us-gaap_PaymentsToAcquireBusinessesGross (53,677,000)us-gaap_PaymentsToAcquireBusinessesGross (18,151,000)us-gaap_PaymentsToAcquireBusinessesGross
Additions to real estate (1,501,000)us-gaap_PaymentsForCapitalImprovements (644,000)us-gaap_PaymentsForCapitalImprovements (658,000)us-gaap_PaymentsForCapitalImprovements
Purchase of an interest in an unconsolidated entity (4,837,000)us-gaap_PaymentsToAcquireAdditionalInterestInSubsidiaries 0us-gaap_PaymentsToAcquireAdditionalInterestInSubsidiaries (2,490,000)us-gaap_PaymentsToAcquireAdditionalInterestInSubsidiaries
Proceeds from disposition of investment in unconsolidated entity 0us-gaap_ProceedsFromDivestitureOfBusinessesAndInterestsInAffiliates 3,534,000us-gaap_ProceedsFromDivestitureOfBusinessesAndInterestsInAffiliates 0us-gaap_ProceedsFromDivestitureOfBusinessesAndInterestsInAffiliates
Restricted cash (501,000)us-gaap_IncreaseDecreaseInRestrictedCash 257,000us-gaap_IncreaseDecreaseInRestrictedCash (19,000)us-gaap_IncreaseDecreaseInRestrictedCash
Acquisition deposits (490,000)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired (120,000)us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired 0us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired
Distributions from unconsolidated entities 636,000us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital 427,000us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital 248,000us-gaap_ProceedsFromEquityMethodInvestmentDividendsOrDistributionsReturnOfCapital
Net cash used in investing activities (141,711,000)us-gaap_NetCashProvidedByUsedInInvestingActivities (50,223,000)us-gaap_NetCashProvidedByUsedInInvestingActivities (21,070,000)us-gaap_NetCashProvidedByUsedInInvestingActivities
Cash flows from financing activities:      
Proceeds from issuance of Series B OP units, net 75,145,000ck0001378774_ProceedsFromIssuanceOfOperatingPartnership 15,126,000ck0001378774_ProceedsFromIssuanceOfOperatingPartnership 0ck0001378774_ProceedsFromIssuanceOfOperatingPartnership
Proceeds from the issuance of Series C preferred stock 0us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock 100,000us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock 0us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock
Redeemed shares (10,599,000)us-gaap_PaymentsForRepurchaseOfCommonStock (2,043,000)us-gaap_PaymentsForRepurchaseOfCommonStock (1,014,000)us-gaap_PaymentsForRepurchaseOfCommonStock
Proceeds from notes payable 104,095,000us-gaap_ProceedsFromNotesPayable 55,885,000us-gaap_ProceedsFromNotesPayable 54,533,000us-gaap_ProceedsFromNotesPayable
Repayment of notes payable (15,515,000)us-gaap_RepaymentsOfNotesPayable (19,534,000)us-gaap_RepaymentsOfNotesPayable (39,388,000)us-gaap_RepaymentsOfNotesPayable
Payment of real estate contingent consideration 0ck0001378774_PaymentOfContingentConsideration 0ck0001378774_PaymentOfContingentConsideration (980,000)ck0001378774_PaymentOfContingentConsideration
Offering costs (289,000)us-gaap_PaymentsOfStockIssuanceCosts (91,000)us-gaap_PaymentsOfStockIssuanceCosts 0us-gaap_PaymentsOfStockIssuanceCosts
Deferred financing costs (1,961,000)us-gaap_PaymentsOfFinancingCosts (698,000)us-gaap_PaymentsOfFinancingCosts (1,347,000)us-gaap_PaymentsOfFinancingCosts
Noncontrolling interest contribution 0us-gaap_ProceedsFromMinorityShareholders 275,000us-gaap_ProceedsFromMinorityShareholders 603,000us-gaap_ProceedsFromMinorityShareholders
Distributions paid to series B preferred OP units and other noncontrolling interests (2,770,000)us-gaap_PaymentsOfDividendsMinorityInterest (1,248,000)us-gaap_PaymentsOfDividendsMinorityInterest (630,000)us-gaap_PaymentsOfDividendsMinorityInterest
Distributions paid to stockholders (5,820,000)us-gaap_PaymentsOfDividendsCommonStock (6,155,000)us-gaap_PaymentsOfDividendsCommonStock (3,221,000)us-gaap_PaymentsOfDividendsCommonStock
Net cash provided by financing activities 142,286,000us-gaap_NetCashProvidedByUsedInFinancingActivities 41,617,000us-gaap_NetCashProvidedByUsedInFinancingActivities 8,556,000us-gaap_NetCashProvidedByUsedInFinancingActivities
Net increase (decrease) in cash and cash equivalents 13,772,000us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease 285,000us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease (6,465,000)us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease
Cash and cash equivalents - beginning of year 21,792,000us-gaap_CashAndCashEquivalentsAtCarryingValue 21,507,000us-gaap_CashAndCashEquivalentsAtCarryingValue 27,972,000us-gaap_CashAndCashEquivalentsAtCarryingValue
Cash and cash equivalents - end of year 35,564,000us-gaap_CashAndCashEquivalentsAtCarryingValue 21,792,000us-gaap_CashAndCashEquivalentsAtCarryingValue 21,507,000us-gaap_CashAndCashEquivalentsAtCarryingValue
Supplemental disclosure of cash flow information:      
Cash paid for interest 9,215,000us-gaap_InterestPaid 7,829,000us-gaap_InterestPaid 6,356,000us-gaap_InterestPaid
Cash paid for income taxes 451,000us-gaap_IncomeTaxesPaid 464,000us-gaap_IncomeTaxesPaid 580,000us-gaap_IncomeTaxesPaid
Supplemental disclosure of non-cash financing and investing activities:      
Distributions declared not paid 1,354,000ck0001378774_DistributionDeclaredButNotPaid 1,528,000ck0001378774_DistributionDeclaredButNotPaid 1,533,000ck0001378774_DistributionDeclaredButNotPaid
Distributions reinvested 31,000ck0001378774_DistributionReinvested 61,000ck0001378774_DistributionReinvested 0ck0001378774_DistributionReinvested
Note payable assumed in connection with real estate acquisitions 6,594,000us-gaap_NotesAssumed1 0us-gaap_NotesAssumed1 44,241,000us-gaap_NotesAssumed1
Equity contribution by noncontrolling interest 293,000us-gaap_MinorityInterestPeriodIncreaseDecrease 0us-gaap_MinorityInterestPeriodIncreaseDecrease 0us-gaap_MinorityInterestPeriodIncreaseDecrease
Non-cash equity contributions and remeasurement related to real estate acquisitions 0ck0001378774_NonCashEquityContributionsAndRemeasurementRelatedToRealEstateAcquisitions 0ck0001378774_NonCashEquityContributionsAndRemeasurementRelatedToRealEstateAcquisitions 5,995,000ck0001378774_NonCashEquityContributionsAndRemeasurementRelatedToRealEstateAcquisitions
Accrued preferred stock offering costs 130,000ck0001378774_AccruedPreferredStockOfferingCosts 26,000ck0001378774_AccruedPreferredStockOfferingCosts 0ck0001378774_AccruedPreferredStockOfferingCosts
Accrued deferred acquisition costs 302,000ck0001378774_AccruedDeferredAcquisitionCosts 0ck0001378774_AccruedDeferredAcquisitionCosts 0ck0001378774_AccruedDeferredAcquisitionCosts
Accrued additions to real estate $ 43,000us-gaap_OtherRealEstateAdditions $ 26,000us-gaap_OtherRealEstateAdditions $ 0us-gaap_OtherRealEstateAdditions
[1] On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
[2] On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
[3] The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
[4] Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
[5] The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
XML 69 R59.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Reporting (Details Textual) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting Information [Line Items]    
Goodwill $ 5,965,000us-gaap_Goodwill $ 5,965,000us-gaap_Goodwill
Senior living operations [Member]    
Segment Reporting Information [Line Items]    
Goodwill $ 6,000,000us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 $ 6,000,000us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember
XML 70 R35.htm IDEA: XBRL DOCUMENT v2.4.1.9
Selected Quarterly Data (unaudited) (Tables)
 12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Information
Set forth below is certain unaudited quarterly financial information. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with generally accepted accounting principles, the selected quarterly information when read in conjunction with the consolidated financial statements.
 
 
 
Quarters Ended,
 
 
 
December 31,
2014
 
September 30,
2014
 
June 30, 2014
 
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
23,099,000
 
$
20,340,000
 
$
19,492,000
 
$
18,634,000
 
Expenses
 
 
19,788,000
 
 
17,445,000
 
 
17,150,000
 
 
16,431,000
 
Income from operations
 
 
3,311,000
 
 
2,895,000
 
 
2,342,000
 
 
2,203,000
 
Net income (loss)
 
 
435,000
 
 
310,000
 
 
(167,000)
 
 
(91,000)
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
1,104,000
 
 
892,000
 
 
638,000
 
 
519,000
 
Net loss attributable to common stockholders
 
$
(669,000)
 
$
(582,000)
 
$
(805,000)
 
$
(610,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share attributable to common stockholders- basic and diluted
 
$
(0.06)
 
$
(0.05)
 
$
(0.06)
 
$
(0.05)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares - basic and diluted
 
 
11,470,853
 
 
11,463,082
 
 
12,487,384
 
 
12,611,127
 
 
 
 
Quarters Ended,
 
 
 
December 31,
2013
 
September 30,
2013
 
June 30, 2013
 
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
17,154,000
 
$
15,097,000
 
$
14,771,000
 
$
14,834,000
 
Expenses
 
 
15,885,000
 
 
11,964,000
 
 
12,244,000
 
 
12,319,000
 
Income from operations
 
 
1,269,000
 
 
3,133,000
 
 
2,527,000
 
 
2,515,000
 
Net (loss) income
 
 
(1,323,000)
 
 
2,747,000
 
 
519,000
 
 
511,000
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
306,000
 
 
215,000
 
 
39,000
 
 
6,000
 
Net (loss) income attributable to common stockholders
 
$
(1,629,000)
 
$
2,532,000
 
$
480,000
 
 
505,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income per common share attributable to common stockholders- basic and diluted
 
$
(0.13)
 
$
0.20
 
$
0.04
 
$
0.04
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares - basic and diluted
 
 
12,611,075
 
 
12,673,194
 
 
12,726,051
 
 
12,800,657
 
XML 71 R65.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stockholders' Equity (Details Textual) (USD $)
 1 Months Ended 12 Months Ended
Jun. 19, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
May 22, 2014
Apr. 10, 2014
Apr. 04, 2014
Dec. 31, 2007
Stockholders' Equity (Textual) [Abstract]                
Common stock, shares authorized   580,000,000us-gaap_CommonStockSharesAuthorized 580,000,000us-gaap_CommonStockSharesAuthorized          
Common stock, par value   $ 0.01us-gaap_CommonStockParOrStatedValuePerShare $ 0.01us-gaap_CommonStockParOrStatedValuePerShare          
Preferred stock, shares authorized   20,000,000us-gaap_PreferredStockSharesAuthorized            
Preferred stock, par value   $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare            
Common Stock Reinvested   13,300,000ck0001378774_CommonStockReinvested 13,300,000ck0001378774_CommonStockReinvested          
Proceeds from Issuance of Preferred Stock and Preference Stock   $ 0us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock $ 100,000us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock $ 0us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock        
Stock Repurchase Program, Authorized Amount           35,000,000us-gaap_StockRepurchaseProgramAuthorizedAmount1    
Stock Repurchase Program Expiration Date   Jun. 12, 2014            
Stock Repurchased During Period, Shares   1,113,213us-gaap_StockRepurchasedDuringPeriodShares            
Stock Repurchased During Period, Value   10,000,000us-gaap_StockRepurchasedDuringPeriodValue            
Stock Repurchase Program Repurchase Price Per Share         $ 9.00ck0001378774_StockRepurchaseProgramRepurchasePricePerShare      
Gross Proceeds From Common Stock   132,300,000ck0001378774_GrossProceedsFromCommonStock 132,300,000ck0001378774_GrossProceedsFromCommonStock          
Annual Rate Of Liquidation Preference   3.00%ck0001378774_AnnualRateOfLiquidationPreference            
Common Stock To Be Offered Shares Dividend Reinvestment Plan 99,000,000ck0001378774_CommonStockToBeOfferedSharesDividendReinvestmentPlan              
Common Stock Price Per Share Dividend Reinvestment Plan $ 10.02ck0001378774_CommonStockPricePerShareDividendReinvestmentPlan              
Stock Issued During Period, Shares, Dividend Reinvestment Plan   583,611us-gaap_StockIssuedDuringPeriodSharesDividendReinvestmentPlan 556,204us-gaap_StockIssuedDuringPeriodSharesDividendReinvestmentPlan          
Net Ordinary Taxable Income   90.00%ck0001378774_NetOrdinaryTaxableIncome            
Number Of Days Prior Notice To Stock holders Regarding Changes In Program   30 days            
Repurchase Price Of Stock holders Purchase Price   100.00%ck0001378774_RepurchasePriceOfStockHoldersPurchasePrice            
Current Estimated Per Share Value Common Stock Percentage 11.63%ck0001378774_CurrentEstimatedPerShareValueCommonStockPercentage              
Before Amendment [Member]                
Stockholders' Equity (Textual) [Abstract]                
Stock Repurchase Program Repurchase Price Per Share             $ 8.50ck0001378774_StockRepurchaseProgramRepurchasePricePerShare
/ ck0001378774_AmendmentAxis
= ck0001378774_BeforeAmendmentMember		  
Series B Preferred Stock [Member]                
Stockholders' Equity (Textual) [Abstract]                
Percentage of annualized rate   7.50%ck0001378774_PercentageOfAnnualizedRate
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		            
Proceeds from Issuance of Preferred Stock and Preference Stock   94,800,000us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		            
Preferred Units Issuable Equity Commitment   639,700ck0001378774_PreferredUnitsIssuableEquityCommitment
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		            
Proceeds from Issuance of Convertible Preferred Stock   9,446,707us-gaap_ProceedsFromIssuanceOfConvertiblePreferredStock
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		            
Construction Loan Originations Percentage   6.00%ck0001378774_ConstructionLoanOriginationsPercentage
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		            
Preferred Stock Liquidation Preference Percentage   10.00%ck0001378774_PreferredStockLiquidationPreferencePercentage
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		            
Series C Preferred Stock [Member]                
Stockholders' Equity (Textual) [Abstract]                
Preferred stock, shares authorized   1,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		          
Preferred stock, par value   $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		          
Preferred Stock, Shares Issued   1,000us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		          
Proceeds from Issuance of Convertible Preferred Stock   $ 946,560us-gaap_ProceedsFromIssuanceOfConvertiblePreferredStock
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		            
Distribution reinvestment plan [Member]                
Stockholders' Equity (Textual) [Abstract]                
Common stock, shares authorized               10,000,000us-gaap_CommonStockSharesAuthorized
/ us-gaap_ShareRepurchaseProgramAxis
= ck0001378774_DistributionReinvestmentPlanMember
XML 72 R22.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2014
Commitments and Contingencies [Abstract]  
Commitments and Contingencies
16. Commitments and Contingencies
 
We monitor our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any environmental liability with respect to the properties that we believe would have a material effect on our financial condition, results of operations and cash flows. Further, we are not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency.
 
Our commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on our consolidated financial position, cash flows and results of operations. We are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against the Company which if determined unfavorably to us would have a material adverse effect on our cash flows, financial condition or results of operations.
XML 73 R36.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization (Details Textual)
 12 Months Ended
Dec. 31, 2014
Organization [Line Items]  
Percentage of interest owned 45.00%us-gaap_LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest
Sentio Investments, LLC [Member]  
Organization [Line Items]  
Formation date December 20, 2011
Sentio Healthcare Properties OP, LP [Member]  
Organization [Line Items]  
Formation date October 17, 2006
Operating Partnership and the HC Operating Partnership, LP [Member]  
Organization [Line Items]  
Percentage of interest owned 100.00%us-gaap_LimitedLiabilityCompanyLLCOrLimitedPartnershipLPMembersOrLimitedPartnersOwnershipInterest
/ dei_LegalEntityAxis
= ck0001378774_OperatingPartnershipAndHcOperatingPartnershipLpMember
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Subsequent Events
 12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events
18. Subsequent Events
  
Georgetown Loan
 
On January 15, 2015, the Company, through an indirect wholly owned subsidiary, originated a development loan in the amount of $41.9 million for The Delaney at Georgetown Village development project located in Georgetown, Texas (the “Georgetown Loan”). The borrower, Westminster-LCS Georgetown LLC, is not affiliated with the Company or the Advisor. The borrower is a joint venture between Life Care Companies, LLC (“LCS”) and a fund sponsored by Westminster Capital (“Westminster”), and will use the proceeds of the Georgetown Loan to develop a senior living facility with 207 units including independent living, assisted living and memory care.
 
The Georgetown Loan is secured by a first mortgage lien on the land, building, and all improvements made thereon. The Georgetown Loan matures on January 15, 2020 with one 12-month option to extend at the Company’s option, and bears interest at a fixed rate of 7.9% per annum for the term of the loan. Advances will be made periodically during the construction period to cover documented hard and soft costs of construction and interest, commencing after the borrower has expended its required equity contribution, and subject to customary construction draw conditions. The borrower paid a loan origination fee equal to 1% of the loan amount. Monthly payments are interest only for the term of the loan. The Company has the option to purchase the property at fair market value upon stabilization or 48 months. Fair market value is determined by the average asset value of independent appraisals obtained by the lender and borrower. Regardless of whether the Company exercises the option to purchase the property, the Company will be entitled to participate in the value creation which is the difference between the fair market value and the total development cost. The Georgetown Loan is non-recourse to LCS and Westminster, but LCS has provided cost and completion guarantees as well as a guaranty of customary “bad boy” carve-outs.
 
The Company expects to fund the Georgetown Loan with proceeds from the sale of Series B Preferred Units to the Investor. Upon funding of the Georgetown Loan, interest income on the loan receivable will be recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks.
 
Sale of Preferred Units in the Operating Partnership
 
On January 16, 2015, a purchase of securities related to the Georgetown Loan (the “Georgetown Put Exercise”) was completed by the Investor pursuant to the KKR Equity Commitment.
 
Pursuant to the Georgetown Put Exercise, the Investor agreed to fund $41.9 million related to the Georgetown Loan and was issued the following securities:
 
·
155,000 newly-issued Series B Preferred Units, which are convertible into approximately 1,546,906 shares of the Company’s common stock at the currently effective conversion price.
 
After giving effect to the 155,000 Series B Preferred Units issued upon the closing of the Georgetown Put Exercise and the Series B Preferred Units relating to the Georgetown Put Exercise remaining to be issued, 220,580 Series B Preferred Units remain issuable under the Purchase Agreement.
 
Sumter Grand
 
On February 6, 2015, through a wholly-owned subsidiary, we acquired real estate property (“Sumter Grand”) from Retirement Two, LLC, which is not affiliated with us, for a purchase price of $31.5 million. Sumter Grand consists of a 150-unit independent living facility located in The Villages, Florida. We funded the purchase of Sumter Grand with proceeds from the sale to the Investor of Series B Preferred Units pursuant to the KKR Equity Commitment on December 30, 2014 and with proceeds from a mortgage loan from KeyBank National Association, Inc.
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Selected Quarterly Data (unaudited) (Details) (USD $)
 3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Effect of Fourth Quarter Events [Line Items]                      
Revenues $ 23,099,000us-gaap_Revenues $ 20,340,000us-gaap_Revenues $ 19,492,000us-gaap_Revenues $ 18,634,000us-gaap_Revenues $ 17,154,000us-gaap_Revenues $ 15,097,000us-gaap_Revenues $ 14,771,000us-gaap_Revenues $ 14,834,000us-gaap_Revenues $ 81,565,000us-gaap_Revenues $ 61,855,000us-gaap_Revenues $ 48,633,000us-gaap_Revenues
Expenses 19,788,000us-gaap_CostsAndExpenses 17,445,000us-gaap_CostsAndExpenses 17,150,000us-gaap_CostsAndExpenses 16,431,000us-gaap_CostsAndExpenses 15,885,000us-gaap_CostsAndExpenses 11,964,000us-gaap_CostsAndExpenses 12,244,000us-gaap_CostsAndExpenses 12,319,000us-gaap_CostsAndExpenses 70,814,000us-gaap_CostsAndExpenses 52,414,000us-gaap_CostsAndExpenses 42,358,000us-gaap_CostsAndExpenses
Income from operations 3,311,000us-gaap_OperatingIncomeLoss 2,895,000us-gaap_OperatingIncomeLoss 2,342,000us-gaap_OperatingIncomeLoss 2,203,000us-gaap_OperatingIncomeLoss 1,269,000us-gaap_OperatingIncomeLoss 3,133,000us-gaap_OperatingIncomeLoss 2,527,000us-gaap_OperatingIncomeLoss 2,515,000us-gaap_OperatingIncomeLoss 10,751,000us-gaap_OperatingIncomeLoss 9,441,000us-gaap_OperatingIncomeLoss 6,275,000us-gaap_OperatingIncomeLoss
Net income (loss) 435,000us-gaap_ProfitLoss 310,000us-gaap_ProfitLoss (167,000)us-gaap_ProfitLoss (91,000)us-gaap_ProfitLoss (1,323,000)us-gaap_ProfitLoss 2,747,000us-gaap_ProfitLoss 519,000us-gaap_ProfitLoss 511,000us-gaap_ProfitLoss 487,000us-gaap_ProfitLoss 2,454,000us-gaap_ProfitLoss (810,000)us-gaap_ProfitLoss
Preferred return to series B preferred OP units and other noncontrolling interests 1,104,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 892,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 638,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 519,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 306,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 215,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 39,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 6,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 3,153,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 566,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest 72,000us-gaap_NetIncomeLossAttributableToNoncontrollingInterest
Net loss attributable to common stockholders $ (669,000)us-gaap_NetIncomeLoss $ (582,000)us-gaap_NetIncomeLoss $ (805,000)us-gaap_NetIncomeLoss $ (610,000)us-gaap_NetIncomeLoss $ (1,629,000)us-gaap_NetIncomeLoss $ 2,532,000us-gaap_NetIncomeLoss $ 480,000us-gaap_NetIncomeLoss $ 505,000us-gaap_NetIncomeLoss $ (2,666,000)us-gaap_NetIncomeLoss $ 1,888,000us-gaap_NetIncomeLoss $ (882,000)us-gaap_NetIncomeLoss
Net loss per common share attributable to common stockholders- basic and diluted $ (0.06)us-gaap_EarningsPerShareBasic $ (0.05)us-gaap_EarningsPerShareBasic $ (0.06)us-gaap_EarningsPerShareBasic $ (0.05)us-gaap_EarningsPerShareBasic $ (0.13)us-gaap_EarningsPerShareBasic $ 0.20us-gaap_EarningsPerShareBasic $ 0.04us-gaap_EarningsPerShareBasic $ 0.04us-gaap_EarningsPerShareBasic $ (0.22)us-gaap_EarningsPerShareBasic $ 0.15us-gaap_EarningsPerShareBasic $ (0.07)us-gaap_EarningsPerShareBasic
Weighted average common shares - basic and diluted 11,470,853us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 11,463,082us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,487,384us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,611,127us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,611,075us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,673,194us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,726,051us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,800,657us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,242,324us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,734,907us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,871,670us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted
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Organization
 12 Months Ended
Dec. 31, 2014
Organization, Consolidation and Presentation Of Financial Statements [Abstract]  
Organization
1. Organization
 
Sentio Healthcare Properties, Inc., a Maryland corporation, was formed on October 16, 2006 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in and owning commercial real estate. As used in this report, the “Company”, “we”, “us” and “our” refer to Sentio Healthcare Properties, Inc. and its consolidated subsidiaries, except where context otherwise requires. Effective January 1, 2012, subject to certain restrictions and limitations, our business is managed by Sentio Investments, LLC, a Florida limited liability company that was formed on December 20, 2011 (the “Advisor”). Prior to January 1, 2012, we were externally advised by Cornerstone Leveraged Realty Advisors, LLC.
 
Sentio Healthcare Properties OP, LP., a Delaware limited partnership (the “Operating Partnership”), was formed on October 17, 2006. At December 31, 2014, we owned 100% of the outstanding common units in the Operating Partnership and the HC Operating Partnership, LP, a subsidiary of the Operating Partnership. Pursuant to the terms of the KKR Equity Commitment (as described in Note 2), we have issued Series B Convertible Preferred Units in the Operating Partnership (“Series B Preferred Units”) to the Investor (as described in Note 2), the terms of which provide that the Investor may convert its preferred units into common units in its discretion. On an as-converted basis, the Investor owns 45% and we own the remaining interest in the Operating Partnership and the HC Operating Partnership, LP. We anticipate that we will conduct all or a portion of our operations through the Operating Partnership. Our financial statements and the financial statements of the Operating Partnership are consolidated in the accompanying consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation.
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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Common stock, par value $ 0.01us-gaap_CommonStockParOrStatedValuePerShare $ 0.01us-gaap_CommonStockParOrStatedValuePerShare
Common stock, shares authorized 580,000,000us-gaap_CommonStockSharesAuthorized 580,000,000us-gaap_CommonStockSharesAuthorized
Common stock, shares issued 11,472,765us-gaap_CommonStockSharesIssued 12,608,534us-gaap_CommonStockSharesIssued
Common stock, shares outstanding 11,472,765us-gaap_CommonStockSharesOutstanding 12,608,534us-gaap_CommonStockSharesOutstanding
Preferred Stock, Par value $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare  
Preferred stock, shares authorized 20,000,000us-gaap_PreferredStockSharesAuthorized  
Series C Preferred Stock [Member]    
Preferred Stock, Par value $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 $ 0.01us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember
Preferred stock, shares authorized 1,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember
Preferred Stock, Shares Issued 1,000us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember
Preferred Stock, Shares Outstanding 1,000us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember		 1,000us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesCPreferredStockMember
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Fair Value Measurements
 12 Months Ended
Dec. 31, 2014
Fair Value Disclosures [Abstract]  
Fair Value Measurements
11. Fair Value Measurements
  
Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of an equity method investment the Company obtained control of in April 2012 and notes payable discussed below, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.
 
The fair market value of the Company’s notes payable is estimated by discounting future cash flows of each instrument at rates that reflect the current market rates available to the Company for debt of the same terms and maturities. The fair value of the notes payable was determined using Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable was $275.8 million and $178.4 million, compared to the carrying values of $276.4 million ($276.5 million, including premium) and $181.3 million ($181.7 million, including premium) at December 31, 2014 and 2013, respectively.
 
Upon acquiring control of a previously unconsolidated entity in April 2012, the Company recorded its equity method investment at fair value of $6.0 million, and recorded a gain of approximately $1.3 million. The fair value of the equity method investment was estimated using a direct capitalization approach and was measured using Level 3 inputs. The capitalization rate used was 8.25% and a change in this input could result in a significant change in the valuation of our original joint venture investment and a change in the gain from remeasurement recognized during the period.
 
There were no transfers between Levels 1 or 2 during the year ended December 31, 2014. There were no assets or liabilities measured at fair value on a non-recurring basis included in the consolidated balance sheets as of December 31, 2014 or December 31, 2013.
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Document And Entity Information (USD $)
 12 Months Ended
Dec. 31, 2014
Mar. 15, 2015
Jun. 30, 2014
Document Information [Line Items]      
Entity Registrant Name Sentio Healthcare Properties Inc    
Entity Central Index Key 0001378774    
Document Type 10-K    
Document Period End Date Dec. 31, 2014    
Amendment Flag false    
Document Fiscal Year Focus 2014    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 0dei_EntityPublicFloat
Entity Common Stock, Shares Outstanding   11,480,620dei_EntityCommonStockSharesOutstanding  
XML 81 R18.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes
 12 Months Ended
Dec. 31, 2014
Income Taxes [Abstract]  
Income Taxes
12. Income Taxes
 
For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008. REIT status imposes limitations related to operating assisted-living properties. Generally, to qualify as a REIT, we cannot directly operate assisted-living facilities. However, such facilities may generally be operated by a TRS pursuant to a lease with the Company. Therefore, we have formed Master HC TRS, LLC (“Master TRS”), a wholly owned subsidiary of HC Operating Partnership, LP, to lease any assisted-living properties we acquire and to operate the assisted-living properties pursuant to contracts with unaffiliated management companies. Master TRS and the Company made the applicable election for Master TRS to qualify as a TRS. Under the management contracts, the management companies direct control of the daily operations of these assisted-living properties.
 
As of December 31, 2014, we had acquired 14 wholly-owned assisted-living facilities and formed 24 wholly-owned TRSs, which includes a Master TRS that consolidates our wholly-owned TRSs.
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would establish a valuation allowance which would reduce the provision for income taxes.
 
For the years ended December 31, 2014, 2013 and 2012, our TRS reported net taxable income of approximately $0.8 million, $0.7 million, and $0.7 million, respectively. The TRS recognized a $0.4 million, a $0.1 million and a $0.2 million benefit for federal and state income taxes in 2014, 2013 and 2012, respectively, which have been recorded in general and administrative expenses. Net deferred tax assets related to the TRS entities totaled $2.8 million and $1.9 million at December 31, 2014 and 2013, respectively, related primarily to book and tax basis differences for straight-line rent and accrued liabilities. Realization of these deferred tax assets is dependent in part upon generating sufficient taxable income in future periods. Deferred tax assets are included in deferred costs and other assets in our consolidated balance sheets. We have not recorded a valuation allowance against our deferred tax assets as of December 31, 2014, as we have determined the future taxable income from the operations of the TRS entities are expected to be sufficient to cover the additional future expenses resulting from these book tax differences.
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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Revenues:      
Rental revenues $ 49,922,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue $ 35,357,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue $ 33,123,000us-gaap_OperatingLeasesIncomeStatementLeaseRevenue
Resident fees and services 28,845,000ck0001378774_ResidentServicesAndFeeIncome 24,888,000ck0001378774_ResidentServicesAndFeeIncome 13,981,000ck0001378774_ResidentServicesAndFeeIncome
Tenant reimbursements and other income 2,798,000us-gaap_TenantReimbursements 1,610,000us-gaap_TenantReimbursements 1,529,000us-gaap_TenantReimbursements
Total revenues 81,565,000us-gaap_Revenues 61,855,000us-gaap_Revenues 48,633,000us-gaap_Revenues
Expenses:      
Property operating and maintenance 50,841,000us-gaap_CostOfPropertyRepairsAndMaintenance 37,710,000us-gaap_CostOfPropertyRepairsAndMaintenance 29,941,000us-gaap_CostOfPropertyRepairsAndMaintenance
General and administrative 1,321,000us-gaap_GeneralAndAdministrativeExpense 1,597,000us-gaap_GeneralAndAdministrativeExpense 1,783,000us-gaap_GeneralAndAdministrativeExpense
Asset management fees 4,135,000us-gaap_AssetManagementCosts 2,944,000us-gaap_AssetManagementCosts 2,152,000us-gaap_AssetManagementCosts
Real estate acquisition costs 2,724,000us-gaap_BusinessCombinationAcquisitionRelatedCosts 1,472,000us-gaap_BusinessCombinationAcquisitionRelatedCosts 1,387,000us-gaap_BusinessCombinationAcquisitionRelatedCosts
Depreciation and amortization 11,793,000us-gaap_DepreciationAndAmortization 8,691,000us-gaap_DepreciationAndAmortization 7,095,000us-gaap_DepreciationAndAmortization
Total expenses 70,814,000us-gaap_CostsAndExpenses 52,414,000us-gaap_CostsAndExpenses 42,358,000us-gaap_CostsAndExpenses
Income from operations 10,751,000us-gaap_OperatingIncomeLoss 9,441,000us-gaap_OperatingIncomeLoss 6,275,000us-gaap_OperatingIncomeLoss
Other (income) expense:      
Interest expense, net 9,912,000us-gaap_InterestExpense 8,263,000us-gaap_InterestExpense 6,960,000us-gaap_InterestExpense
Equity in loss from unconsolidated entities 352,000us-gaap_IncomeLossFromEquityMethodInvestments [1],[2] 73,000us-gaap_IncomeLossFromEquityMethodInvestments [3],[4] 228,000us-gaap_IncomeLossFromEquityMethodInvestments [3],[4],[5]
Loss on debt extinguishment and other expense 0us-gaap_GainsLossesOnExtinguishmentOfDebt 352,000us-gaap_GainsLossesOnExtinguishmentOfDebt 1,179,000us-gaap_GainsLossesOnExtinguishmentOfDebt
Gain on disposition of investment in unconsolidated entity 0ck0001378774_GainOrLossOnSaleOfInvestmentInUnconsolidatedEntity (1,701,000)ck0001378774_GainOrLossOnSaleOfInvestmentInUnconsolidatedEntity 0ck0001378774_GainOrLossOnSaleOfInvestmentInUnconsolidatedEntity
Gain on remeasurement of investment in unconsolidated entity 0us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain 0us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain (1,282,000)us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain
Net Income (loss) 487,000us-gaap_ProfitLoss 2,454,000us-gaap_ProfitLoss (810,000)us-gaap_ProfitLoss
Preferred return to series B preferred OP units 2,567,000us-gaap_NoncontrollingInterestInNetIncomeLossOperatingPartnershipsRedeemable 244,000us-gaap_NoncontrollingInterestInNetIncomeLossOperatingPartnershipsRedeemable 0us-gaap_NoncontrollingInterestInNetIncomeLossOperatingPartnershipsRedeemable
Net income attributable to other noncontrolling interests 586,000us-gaap_NetIncomeLossAttributableToNonredeemableNoncontrollingInterest 322,000us-gaap_NetIncomeLossAttributableToNonredeemableNoncontrollingInterest 72,000us-gaap_NetIncomeLossAttributableToNonredeemableNoncontrollingInterest
Net (loss) income attributable to common stockholders $ (2,666,000)us-gaap_NetIncomeLoss $ 1,888,000us-gaap_NetIncomeLoss $ (882,000)us-gaap_NetIncomeLoss
Basic and diluted weighted average number of common shares 12,242,324us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,734,907us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted 12,871,670us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted
Basic and diluted net (loss) income per common share attributable to common stockholders $ (0.22)us-gaap_EarningsPerShareBasic $ 0.15us-gaap_EarningsPerShareBasic $ (0.07)us-gaap_EarningsPerShareBasic
[1] On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
[2] On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
[3] The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
[4] Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
[5] The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
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Investments in Unconsolidated Entities
 12 Months Ended
Dec. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]  
Investments In Unconsolidated Entities
6. Investments in Unconsolidated Entities
 
As of December 31, 2014, the Company owned an interest in the following entities that are accounted for under the equity method of accounting:
 
Entity  (1)
 
Property Type
 
Acquired
 
Investment  (2)
 
 
Ownership%
 
Physicians Center MOB
 
Medical Office Building
 
April 2012
 
$
309,000
 
 
 
71.9
%
Buffalo Crossing
 
Assisted-Living Facility - Under Development
 
January 2014
 
 
1,161,000
 
 
 
25.0
%
The Parkway
 
Assisted-Living Facility - Under Development
 
October 2014
 
 
3,676,000
 
 
 
65.0
%
 
 
 
 
 
 
$
5,146,000
 
 
 
 
 
 
As of December 31, 2013, the Company owned interests in the following entity that was accounted for under the equity method of accounting:
 
Entity  (1)
 
Property Type
 
Acquired
 
Investment  (2)
 
 
Ownership%
 
Physicians Center MOB
 
Medical Office Building
 
April 2012
 
$
1,297,000
 
 
 
71.9
%
 
(1)
These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity’s performance.
 
(2)
Represents the carrying value of the Company’s investment in each unconsolidated entity.
 
Summarized combined financial information for the Company’s unconsolidated entities is as follows:
 
 
 
December 31,
2014 (4)(5)
 
December 31,
2013 (2)
 
Cash and cash equivalents
 
$
48,000
 
$
97,000
 
Investments in real estate, net
 
 
27,737,000
 
 
8,888,000
 
Other assets
 
 
769,000
 
 
359,000
 
Total assets
 
$
28,554,000
 
$
9,344,000
 
 
 
 
 
 
 
 
 
Notes payable
 
$
17,444,000
 
$
7,472,000
 
Accounts payable and accrued liabilities
 
 
1,676,000
 
 
73,000
 
Other liabilities
 
 
68,000
 
 
52,000
 
Total stockholders’ equity
 
 
9,366,000
 
 
1,747,000
 
Total liabilities and equity
 
$
28,554,000
 
$
9,344,000
 
 
 
 
For the year ended December 31,
 
 
 
2014  (4)(5)
 
2013  (1)(2)
 
2012  (1)(2)(3)
 
Total revenues
 
$
1,631,000
 
$
2,294,000
 
$
2,433,000
 
Net loss
 
 
(487,000)
 
 
(158,000)
 
 
(418,000)
 
Company’s equity in loss from unconsolidated entities
 
 
352,000
 
 
73,000
 
 
228,000
 
 
(1)
Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $ 11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $ 3.5 million. The Company recorded a gain of $ 1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
(2)
The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
(3)
The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
(4)
On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
(5)
On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
XML 84 R11.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Real Estate
 12 Months Ended
Dec. 31, 2014
Investments In Real Estate [Abstract]  
Investments in Real Estate
5. Investments in Real Estate
 
The following table provides summary information regarding our property portfolio of consolidated investments as of December 31, 2014:
 
Property Name
 
Location
 
Percentage
Ownership
 
 
Date
Purchased
 
Purchase
Price
 
Caruth Haven Court
 
Highland Park, TX
 
 
100%
 
1/22/2009
 
$
20,500,000
 
The Oaks Bradenton
 
Bradenton, FL
 
 
100%
 
5/1/2009
 
 
4,500,000
 
GreenTree at Westwood
 
Columbus, IN
 
 
100%
 
12/30/2009
 
 
5,150,000
 
Mesa Vista Inn Health Center
 
San Antonio, TX
 
 
100%
 
12/31/2009
 
 
13,000,000
 
Rome LTACH Project
 
Rome, GA
 
 
100%
 
1/12/2010
 
 
18,900,000
 
Oakleaf Village at Lexington
 
Lexington, SC
 
 
80%
 
4/30/2010
 
 
14,512,000
 
Oakleaf Village at Greenville
 
Greenville, SC
 
 
80%
 
4/30/2010
 
 
12,488,000
 
Global Rehab Inpatient Rehab Facility
 
Dallas, TX
 
 
100%
 
8/19/2010
 
 
14,800,000
 
Terrace at Mountain Creek
 
Chattanooga, TN
 
 
100%
 
9/3/2010
 
 
8,500,000
 
Carriage Court of Hilliard
 
Hilliard, OH
 
 
100%
 
12/22/2010
 
 
17,500,000
 
Hedgcoxe Health Plaza
 
Plano, TX
 
 
100%
 
12/22/2010
 
 
9,094,000
 
River’s Edge of Yardley
 
Yardley, PA
 
 
100%
 
12/22/2010
 
 
4,500,000
 
Forestview Manor
 
Meredith, NH
 
 
100%
 
1/14/2011
 
 
10,750,000
 
Woodland Terrace at the Oaks
 
Allentown, PA
 
 
100%
 
4/14/2011
 
 
9,000,000
 
Amber Glen
 
Urbana, IL
 
 
80%
 
8/31/2012
 
 
13,622,000
 
Mill Creek
 
Springfield, IL
 
 
80%
 
8/31/2012
 
 
12,356,000
 
Hudson Creek
 
Bryan, TX
 
 
80%
 
8/31/2012
 
 
11,546,000
 
Sugar Creek
 
Normal, IL
 
 
80%
 
8/31/2012
 
 
11,963,000
 
Woodbury Mews Portfolio
 
Woodbury, NJ
 
 
100%
 
10/21/2013
 
 
38,126,000
 
Standish Village
 
Dorchester, MA
 
 
95%
 
12/6/2013
 
 
15,550,000
 
Compass on the Bay
 
Boston, MA
 
 
95%
 
4/4/2014
 
 
11,700,000
 
St. Andrews Village
 
Aurora, CO
 
 
100%
 
8/20/2014
 
 
42,500,000
 
Live Oaks of Hammond
 
Hammond, LA
 
 
100%
 
11/14/2014
 
 
6,985,000
 
Live Oaks of Slidell
 
Slidell, LA
 
 
100%
 
11/14/2014
 
 
5,715,000
 
Spring Village at Wildewood
 
California, MD
 
 
100%
 
11/24/2014
 
 
9,650,000
 
Gables of Hudson
 
Hudson, OH
 
 
100%
 
12/18/2014
 
 
16,750,000
 
Sumter Place
 
The Villages, FL
 
 
100%
 
12/31/2014
 
 
48,500,000
 
 
As of December 31, 2014, cost and accumulated depreciation and amortization related to real estate assets and related lease intangibles were as follows:
 
 
 
Land
 
 
Buildings and
Improvements
 
 
Furniture, 
Fixtures
and Equipment
 
 
Intangible Lease
Assets
 
Cost
 
$
42,266,000
 
 
$
327,858,000
 
 
$
13,125,000
 
 
$
26,752,000
 
Accumulated depreciation and amortization
 
 
-
 
 
 
(21,070,000
)
 
 
(4,138,000
)
 
 
(15,724,000
)
Net
 
$
42,266,000
 
 
$
306,788,000
 
 
$
8,987,000
 
 
$
11,028,000
 
 
As of December 31, 2013, accumulated depreciation and amortization related to investments in real estate and related lease intangibles were as follows:
 
 
 
Land
 
 
Buildings and
Improvements
 
 
Furniture, Fixtures
and Equipment
 
 
Intangible Lease
Assets
 
Cost
 
$
28,561,000
 
 
$
206,720,000
 
 
$
7,505,000
 
 
$
21,515,000
 
Accumulated depreciation and amortization
 
 
-
 
 
 
(14,225,000
)
 
 
(2,762,000
)
 
 
(12,095,000
)
Net
 
$
28,561,000
 
 
$
192,495,000
 
 
$
4,743,000
 
 
$
9,420,000
 
 
Depreciation expense associated with buildings and improvements, site improvements and furniture, fixtures and equipment for the years ended December 31, 2014, 2013, and 2012 was approximately $8.2 million, $5.9 million, and $4.5 million, respectively. Amortization associated with the intangible assets for the years ended December 31, 2014, 2013 and 2012 was $3.6 million, $2.8 million, and $2.6 million, respectively.
 
The estimated useful lives for intangible assets range from one to 20 years. As of December 31, 2014, the weighted-average amortization period for intangible assets was approximately 11 years.
 
Estimated amortization for each of the five following years ended December 31 is as follows:
 
 
 
Intangible Assets
2015
 
 
4,359,000
2016
 
 
559,000
2017
 
 
557,000
2018
 
 
557,000
2019
 
 
464,000
2020 and thereafter
 
 
4,532,000
XML 85 R23.htm IDEA: XBRL DOCUMENT v2.4.1.9
Selected Quarterly Data (unaudited)
 12 Months Ended
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]  
Selected Quarterly Data (unaudited)
17. Selected Quarterly Data (unaudited)
 
Set forth below is certain unaudited quarterly financial information. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with generally accepted accounting principles, the selected quarterly information when read in conjunction with the consolidated financial statements.
 
 
 
Quarters Ended,
 
 
 
December 31,
2014
 
September 30,
2014
 
June 30, 2014
 
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
23,099,000
 
$
20,340,000
 
$
19,492,000
 
$
18,634,000
 
Expenses
 
 
19,788,000
 
 
17,445,000
 
 
17,150,000
 
 
16,431,000
 
Income from operations
 
 
3,311,000
 
 
2,895,000
 
 
2,342,000
 
 
2,203,000
 
Net income (loss)
 
 
435,000
 
 
310,000
 
 
(167,000)
 
 
(91,000)
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
1,104,000
 
 
892,000
 
 
638,000
 
 
519,000
 
Net loss attributable to common stockholders
 
$
(669,000)
 
$
(582,000)
 
$
(805,000)
 
$
(610,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share attributable to common stockholders- basic and diluted
 
$
(0.06)
 
$
(0.05)
 
$
(0.06)
 
$
(0.05)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares - basic and diluted
 
 
11,470,853
 
 
11,463,082
 
 
12,487,384
 
 
12,611,127
 
 
 
 
Quarters Ended,
 
 
 
December 31,
2013
 
September 30,
2013
 
June 30, 2013
 
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
17,154,000
 
$
15,097,000
 
$
14,771,000
 
$
14,834,000
 
Expenses
 
 
15,885,000
 
 
11,964,000
 
 
12,244,000
 
 
12,319,000
 
Income from operations
 
 
1,269,000
 
 
3,133,000
 
 
2,527,000
 
 
2,515,000
 
Net (loss) income
 
 
(1,323,000)
 
 
2,747,000
 
 
519,000
 
 
511,000
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
306,000
 
 
215,000
 
 
39,000
 
 
6,000
 
Net (loss) income attributable to common stockholders
 
$
(1,629,000)
 
$
2,532,000
 
$
480,000
 
 
505,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income per common share attributable to common stockholders- basic and diluted
 
$
(0.13)
 
$
0.20
 
$
0.04
 
$
0.04
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares - basic and diluted
 
 
12,611,075
 
 
12,673,194
 
 
12,726,051
 
 
12,800,657
 
XML 86 R19.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stockholders' Equity
 12 Months Ended
Dec. 31, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
13. Stockholders’ Equity
 
Our charter authorizes the issuance of 580,000,000 shares of common stock with a par value of $0.01 per share and 20,000,000 shares of preferred stock with a par value of $0.01 per share, of which 1,000 shares are designated as Series C Preferred Stock.
 
Common Stock
 
As of December 31, 2014 and 2013 including distributions reinvested, we had issued 13.3 million shares of common stock for a total of $132.3 million of gross proceeds, respectively, in our public offerings.
 
On April 10, 2014, we announced the commencement of an issuer tender offer to purchase for cash up to $35.0 million of our issued and outstanding shares of common stock from stockholders at a price of $8.50 per share. On May 22, 2014, we amended the tender offer to increase the purchase price to $9.00 per share and to extend the tender offer expiration date. The tender offer expired on June 12, 2014. We purchased 1,113,213 shares of our common stock pursuant to the tender offer for an aggregate cost of approximately $10.0 million, excluding fees and expenses related to the tender offer paid by the Company. The tender offer was funded by a sale of Series B Preferred Units to the Investor on June 18, 2014, and the remainder from the Company’s existing cash.
 
Preferred Stock and OP Units
 
As of December 31, 2014 we had issued 1,000 shares of Series C Preferred Stock and 946,560 Series B Preferred Units for gross proceeds of $94.8 million. The Series B Preferred Units outstanding are convertible into approximately 9,446,707 shares of the Company’s common stock and are classified as non-controlling interests in the accompanying consolidated balance sheets.
 
The Series C Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Stock are entitled to receive dividends, as and if authorized by our board of directors out of funds legally available for that purpose, at an annual rate equal to 3% of the liquidation preference for each share. Dividends on the Series C Preferred Stock are payable annually in arrears.
 
The Series B Preferred Units rank senior to the Operating Partnership’s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units are entitled to receive cash distributions at an annual rate equal to 7.5% (with respect to put exercises associated with real property acquisitions) and 6.0% (with respect to put exercises associated with construction loan originations) of the Series B liquidation preference prior to any distributions paid to common units of the Operating Partnership. If the Operating Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10% of the Series B liquidation preference. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate blended return equal to a weighted average interest rate determined taking into account the Series B Preferred Units receiving a 6.0% return and the Series B Preferred Units receiving a 7.5% return per unit in annual distributions commencing from February 10, 2013, and thereafter to the common units and Series B Preferred Units pro rata.
 
After giving effect to the Series C Preferred Stock and Series B Preferred Units issued at December 31, 2014, 639,700 Series B Preferred Units remain issuable under the Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition.
 
Distributions
 
In 2007, we adopted a distribution reinvestment plan that allows our stockholders to have dividends and other distributions otherwise distributable to them, invested in additional shares of our common stock at their election. We registered 10,000,000 shares of our common stock for sale pursuant to the distribution reinvestment plan.
 
Effective as of May 10, 2011, we suspended our distribution reinvestment plan.
 
On June 19, 2013, we filed a registration statement on Form S-3 to register up to $99,000,000 of shares of common stock to be offered to our existing stockholders pursuant to an amended and restated distribution reinvestment plan (the “DRIP offering”). The DRIP offering shares were initially offered at a purchase price of $10.02, which was the then-current estimated per-share value of our common stock. Effective February 28, 2014, the DRIP offering shares are being offered at a purchase price of $11.63 per share, which is our updated estimated per-share value of common stock as of February 28, 2014. As of December 31, 2014 and December 31, 2013, 583,611 and 556,204 shares, respectively, had been issued under the distribution reinvestment plan.
 
The following are the distributions declared on our common stock during the years ended December 31, 2014, 2013, and 2012:
 
 
 
Distribution Declared (1)
 
Period
 
Cash
 
 
Reinvested
 
 
Total
 
2012
 
 
3,940,000
 
 
 
-
 
 
 
3,940,000
 
2013
 
 
6,150,000
 
 
 
113,000
 
 
 
6,263,000
 
2014
 
 
5,646,000
 
 
 
339,000
 
 
 
5,985,000
 
 
(1)
In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of equity issuances or from borrowings in anticipation of future cash flow.
  
The declaration of distributions is at the discretion of our board of directors. Our board will determine the amount of distributions on a regular basis. The amount of distributions will depend on our funds from operations, financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and other factors our board of directors deems relevant. The rate and frequency of distributions is subject to the discretion of our board of directors and may change from time to time based on our operating results and cash flow.
 
Stock Repurchase Program
 
In 2007, we adopted a stock repurchase program for investors who have held their shares for at least one year, unless the shares are being repurchased in connection with a stockholder’s death. Under our stock repurchase program, the repurchase price varies depending on the purchase price paid by the stockholder and the number of years the shares are held. Our board of directors may amend, suspend or terminate the program at any time with 30 days prior notice to stockholders. We have no obligation to repurchase our stockholders’ shares. In 2009, our board of directors waived the one-year holding period in the event of the death of a stockholder and adjusted the repurchase price to 100% of such stockholders purchase price irrespective of how long the stockholder held the shares.
 
Our stock repurchase program has been suspended since May 29, 2011 for all repurchases, except repurchases due to death of a stockholder. On March 31, 2014, we informed our stockholders of the suspension of the share repurchase program following the March 2014 redemption date. The Company redeemed all stock repurchase requests received prior to March 31, 2014 due to death. Thereafter no shares will be repurchased until the repurchase program is reinstated.
 
During the years ended December 31, 2014, 2013 and 2012, we redeemed shares pursuant to our stock repurchase program as follows:
 
Period
 
Total Number
of Shares
Redeemed
 
 
Average Price
 
2012
 
 
108,939
 
 
 
$9.31
 
2013
 
 
204,343
 
 
 
$9.99
 
2014
 
 
49,962
 
 
 
$11.63
 
 
Employee and Director Incentive Stock Plan
 
We have adopted an Employee and Director Incentive Stock Plan (the “Plan”) which provides for the grant of awards to our directors and full-time employees, as well as other eligible participants that provide services to us. We have no employees, and we currently do not have plans to grant awards under the Plan to persons who are not directors. Awards granted under the Plan may consist of nonqualified stock options, incentive stock options, restricted stock, share appreciation rights, and dividend equivalent rights. The term of the Plan is 10 years. The total number of shares of common stock reserved for issuance under the Plan is equal to 10% of our outstanding shares of stock at any time. As of December 31, 2014 and 2013, we have not granted any awards under the Plan.
 
Tax Treatment of Distributions
 
For tax purposes, our distributions are comprised of taxable ordinary dividend and return of capital. The return of capital for the distributions per share to common stockholders reportable for the years ended December 31, 2014, 2013, and 2012 were as follows:
 
Per Common Shares
 
2014
 
 
2013
 
 
2012
 
Taxable ordinary dividend
 
$
0.14
 
 
 
27.12
%
 
$
0.04
 
 
 
9.25
%
 
$
0.04
 
 
 
11.88
%
Return of capital
 
$
0.36
 
 
 
72.88
%
 
$
0.30
 
 
 
60.53
%
 
$
0.27
 
 
 
88.12
%
Capital gain
 
$
-
 
 
 
0
%
 
$
0.15
 
 
 
30.22
%
 
$
-
 
 
 
0
%
XML 87 R15.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risks
 12 Months Ended
Dec. 31, 2014
Risks and Uncertainties [Abstract]  
Concentration of Credit Risks
9. Concentration of Risks
 
Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments; cash is generally invested in investment-grade short-term instruments. As of December 31, 2014, we had cash accounts in excess of Federal Deposit Insurance Corporation insured limits.
 
Concentrations of credit risks arise when a number of operators, tenants or obligors related to our investments are engaged in similar business activities, located in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. We regularly monitor various segments of our portfolio to assess potential concentration of risks. Management believes the current portfolio is reasonably diversified across healthcare-related real estate and does not contain any other significant concentration of credit risks, except as presented below.
 
For the year ended December 31, 2014, the senior living segment generated 89% of the Company’s total revenues. Included in the senior living segment, we owned or had joint venture interests in properties in 13 states of which the properties in five states accounted for 10% or more of our total revenue. The following table provides information about our geographic risk related to each of the five states and their economies for the three years ended December 31, 2014:
 
 
 
Percentage of Total Revenues
 
State
 
December 31,
2014
 
December 31,
2013
 
December 31,
2012
 
Illinois
 
 
13%
 
 
17%
 
 
7%
 
Texas
 
 
12%
 
 
16%
 
 
16%
 
New Jersey
 
 
11%
 
 
3%
 
 
0%
 
South Carolina
 
 
10%
 
 
12%
 
 
15%
 
Pennsylvania
 
 
10%
 
 
11%
 
 
14%
 
 
The Company utilizes third-party operators to provide property management and accounting services for our senior living operations, for which we pay annual management fees. As operators, the Company is not directly exposed to their credit risk. However, we rely on our operators to operate our senior housing operations in compliance with the terms of our management agreements and all applicable laws and regulations. The operators’ inability to satisfy their obligations under the management agreements could have a material adverse effect on us.
 
The following table provides information about our senior living operators which accounted for 10% or more of our total revenue for the three years ended December 31, 2014:
 
 
 
Percentage of Total Revenues
 
Operators
 
December 31,
2014
 
December 31,
2013
 
December 31,
2012
 
Good Neighbor Care
 
 
18%
 
 
20%
 
 
25%
 
JEA Senior Living
 
 
17%
 
 
21%
 
 
9%
 
Woodbine Senior Living
 
 
11%
 
 
13%
 
 
16%
 
Compass Pointe
 
 
11%
 
 
3%
 
 
0%
 
Royal Senior Care
 
 
10%
 
 
12%
 
 
15%
 
XML 88 R60.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurements (Details Textual) (USD $)
 1 Months Ended 12 Months Ended
Apr. 30, 2012
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Notes payable, net   $ 276,500,000us-gaap_DebtInstrumentAnnualPrincipalPayment $ 181,700,000us-gaap_DebtInstrumentAnnualPrincipalPayment  
Carrying Value Of Notes Payable   276,400,000ck0001378774_CarryingValueOfNotesPayable 181,300,000ck0001378774_CarryingValueOfNotesPayable  
Equity Method Investment Capitalization Rate 8.25%ck0001378774_EquityMethodInvestmentCapitalizationRate      
Equity Method Investment, Quoted Market Value 6,000,000us-gaap_EquityMethodInvestmentQuotedMarketValue      
Income (Loss) From Equity Method Investments 1,300,000us-gaap_IncomeLossFromEquityMethodInvestments (352,000)us-gaap_IncomeLossFromEquityMethodInvestments [1],[2] (73,000)us-gaap_IncomeLossFromEquityMethodInvestments [3],[4] (228,000)us-gaap_IncomeLossFromEquityMethodInvestments [3],[4],[5]
Fair Value, Measurements, Nonrecurring [Member]        
Fair Value, Net Asset (Liability)   0us-gaap_FairValueNetAssetLiability
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsNonrecurringMember		 0us-gaap_FairValueNetAssetLiability
/ us-gaap_FairValueByMeasurementFrequencyAxis
= us-gaap_FairValueMeasurementsNonrecurringMember		  
Fair Value, Inputs, Level 2 [Member]        
Notes Payable, Fair Value Disclosure   $ 275,800,000us-gaap_NotesPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member		 $ 178,400,000us-gaap_NotesPayableFairValueDisclosure
/ us-gaap_FairValueByFairValueHierarchyLevelAxis
= us-gaap_FairValueInputsLevel2Member		  
[1] On January 28, 2014, through a wholly-owned subsidiary, we acquired a 25% interest in a joint venture entity that will develop Buffalo Crossing, a 108-unit, assisted living community. Buffalo Crossing was accounted for under the entity method of accounting beginning with the first quarter of 2014.
[2] On October 2, 2014, through a wholly-owned subsidiary, we acquired a 65% interest in a joint venture entity that will develop the Parkway, a 142-unit, senior housing facility. The Parkway was accounted for under the equity method accounting beginning with the fourth quarter of 2014.
[3] The Physicians Centre MOB joint venture was acquired in April 2012 and was accounted for under the equity method of accounting beginning with the second quarter of 2012.
[4] Littleton Specialty Rehabilitation Facility was completed in April 2012 and the single tenant began paying rent in July 2012, in accordance with the lease. Tenant operations commenced upon licensure of the facility in July 2012 and Littleton Specialty Rehabilitation Facility was accounted for under the equity method of accounting. On December 17, 2012, our joint venture partner notified the Company of their intent to exercise their promote monetization right. The Company elected to satisfy the monetization provision through a sale of the property. The property was sold on August 8, 2013 for $11.3 million, which resulted in the Company receiving cash proceeds, net of debt repayment, of approximately $3.5 million. The Company recorded a gain of $1.7 million in the quarter ended September 30, 2013. The Company’s equity in income from the Littleton Specialty Rehabilitation Facility is included in the statement of operations through the date of the sale.
[5] The Company acquired the controlling interest in the operations of Rome LTACH in April 2012 and as a result, Rome LTACH was consolidated in the second quarter of 2012. Prior to April 2012, Rome LTACH was accounted for under the equity method of accounting for the year ended December 31, 2011 and the three months ended March 31, 2012.
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Notes Payable
 12 Months Ended
Dec. 31, 2014
Notes Payable [Abstract]  
Notes Payable
7. Notes Payable
 
Notes payable were $276.4 million ($276.5 million, including premium) and $181.3 million ($181.7 million, including premium) as of December 31, 2014 and 2013, respectively. As of December 31, 2014, we had total secured mortgage loans with effective interest rates ranging from 2.80% to 6.43% per annum and a weighted-average effective interest rate of 4.13% per annum. As of December 31, 2014, we had $156.4 million of fixed rate debt, or 57% of notes payable, at a weighted average interest rate of 4.89% per annum and $120.0 million of variable rate debt, or 43% of notes payable, at a weighted average interest rate of 3.15% per annum. As of December 31, 2013, we had fixed and variable rate mortgage loans with effective interest rates ranging from 2.80% to 6.50% per annum and a weighted average effective interest rate of 4.91% per annum.
 
On April 4, 2014, the Company acquired a 95% interest in the SLR Joint Venture subject to existing indebtedness of two loans that totaled approximately $6.6 million ($6.3 million, net of discount). The Company assumed one note payable in the amount of approximately $3.9 million with a fixed 3.32% rate of interest and a 35 year term. In addition, the Company assumed a second note payable in the amount of approximately $2.7 million with a fixed 5.65% rate of interest and a 35 year term. These notes payable are secured by the underlying real estate.
 
On August 19, 2014, in connection with the acquisition of St. Andrews Village, we entered into a mortgage agreement with CBRE Capital Markets, Inc. (“CBRE”), an unaffiliated lender, with an outstanding principal balance of approximately $30.2 million, which is secured by St. Andrews Village. The note has a term of nine years with the first two years at a floating interest rate of the one month LIBOR plus 3.07% and the remaining seven years at a fixed rate of interest of 4.64%. Loan payments are interest only for the first four years and thereafter include principal amortization based on a 30-year amortization period.
 
On November 14, 2014, the company entered into a secured loan agreement with KeyBank National Association, Inc. (“KeyBank”), an unaffiliated lender, in the aggregate amount of $38.035 million. The loan represents a refinancing of the loan on Mesa Vista Inn Health Center (“MVI”) as well as a loan in connection with the acquisition of Live Oaks of Hammond, Live Oaks of Slidell, Spring Village at Wildewood, and Gables of Hudson. As of December 31, 2014, a total of $36.035 million was drawn on the loan where the outstanding principal related to MVI is $10.0 million, Live Oaks of Hammond is $4.55 million, Live Oaks of Slidell is $3.7 million, Spring Village at Wildewood is $6.41 million, and Gables of Hudson is $11.375 million. The loan has an initial term of three years with an option to extend the maturity date one year and a floating interest rate of one-month LIBOR plus 2.75% subject to increase in certain circumstances. Loan payments are interest only until the maturity date.
 
On December 31, 2014, in connection with the acquisition of a senior living community in The Villages, Florida (“Sumter Place”), we entered into a mortgage agreement with KeyBank with an outstanding principal balance of approximately $28.9 million, which is secured by Sumter Place. The loan has a term of three years at a floating interest rate of one month LIBOR plus 3.15% subject to increase in certain circumstances. Loan payments are interest only for the initial three year term. We have the right to make prepayments on the loan, in whole or in part, without prepayment penalty provided that the minimum repayment is in increments of at least $500,000. We have an extension option for a single one-year term in which the payments would include principal amortization based on a 30-year amortization period.
 
On December 5, 2013, in connection with our acquisition of an interest in Standish Village, we entered into a mortgage agreement with CBRE with an outstanding principal balance of approximately $10.9 million, which is secured by Standish Village. The loan has an initial term of ten years, and bears interest at a fixed rate of 5.76%. Payments on the loan are due monthly and consist of accrued interest-only during the initial 48 months, and the remaining payments will consist of interest plus principal amortization payments based upon a 25-year amortization schedule.
 
On November 26, 2013, the Company completed a refinancing of the Oakleaf Village Portfolio. Proceeds from the refinancing of $20.0 million exceeded the debt repaid and loan fees and expenses by approximately $2.0 million. The loan is secured by first priority liens on the refinanced properties. The loan has a five-year term with the rate of interest fixed at 4.0% and payments of principal on a 25-year amortization rate. In connection with the closing of the loan, the Company recognized a loss on debt extinguishment in the amount of $0.4 million, which is included in loss on debt extinguishment and other expense in the accompanying consolidated statements of operations.
 
On October 21, 2013, in connection with our acquisition of Woodbury Mews, we entered into a mortgage agreement with KeyBank with an outstanding principal balance of approximately $25.0 million, which is secured by Woodbury Mews. The loan had an initial term of twelve months with two twelve-month extensions available assuming certain criteria are met, and bears interest at a rate of one month LIBOR plus 3.0%. Payments on the loans are due monthly and consist of accrued interest-only during the initial term. If the extension option is exercised, payments will consist of interest plus principal amortization payments based upon a 25-year amortization schedule. This loan has been extended for an additional twelve month term.
 
We are required by the terms of the applicable loan documents to meet certain financial covenants, such as debt service coverage ratios, rent coverage ratios and reporting requirements. As of December 31, 2014, we were in compliance with all such covenants and requirements, with the exception of Woodbury Mews.
 
At December 31, 2014, the average Woodbury Mews occupancy was below the minimum loan requirement, violating a covenant of this loan. Our lender has waived compliance with this covenant for the quarter ended December 31, 2014. In the event that the Company is not in compliance with this covenant in future periods and is unable to obtain a consent or waiver, KeyBank may choose to pursue remedies under the loan which could include foreclosure of the Woodbury Mews Property and enforcement of the Company’s guarantee of up to 25% of the loan balance.
 
The following table summarizes the debt terms and our outstanding principal loan balances as of December 31, 2014 and December 31, 2013:
 
 
 
 
 
 
 
Outstanding Principal
 
 
Outstanding Principal
 
 
 
 
 
 
 
 
 
Balance as of
 
 
Balance as of
 
 
 
Property Name
 
Payment Type
 
Interest Rate
 
December 31, 2014 (1)
 
 
December 31, 2013 (1) 
 
 
Maturity Date
Amber Glen
 
Principal and interest at a 30-year amortization rate
 
6.40%—fixed
 
$
8,377,000
 
 
$
8,503,000
 
 
1-Jun-19
Carriage Court of Hilliard
 
Principal and interest at a 35-year amortization rate
 
2.80%—fixed
 
$
13,273,000
 
 
$
13,515,000
 
 
1-Nov-47
Caruth Haven Court
 
Principal and interest at a 30-year amortization rate
 
6.43%—fixed
 
$
9,417,000
 
 
$
9,551,000
 
 
1-Jan-20
Greentree
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
3,714,000
 
 
$
3,779,000
 
 
1-Jul-19
Forestview Manor
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
8,433,000
 
 
$
8,580,000
 
 
1-Jul-19
Global Rehab Inpatient Rehab Facility (2)
 
Principal and interest at a 30-year amortization rate
 
4.75%—fixed
 
$
7,136,000
 
 
$
7,248,000
 
 
22-Oct-18
Hedgcoxe Health Plaza
 
Principal and interest at a 30-year amortization rate
 
4.90%—fixed
 
$
5,407,000
 
 
$
5,492,000
 
 
14-Aug-22
Hudson Creek
 
Principal and interest at a 30-year amortization rate
 
6.11%—fixed
 
$
7,753,000
 
 
$
7,866,000
 
 
1-Jun-19
Mesa Vista Inn Health Center (4)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
10,000,000
 
 
$
6,700,000
 
 
10-Nov-17
Mill Creek
 
Principal and interest at a 30-year amortization rate
 
6.40%—fixed
 
$
8,086,000
 
 
$
8,208,000
 
 
1-Jun-19
Oakleaf Village Portfolio
 
Principal and interest at a 25-year amortization rate
 
4.00%—fixed
 
$
19,484,000
 
 
$
20,000,000
 
 
26-Nov-18
River’s Edge of Yardley
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
6,247,000
 
 
$
6,355,000
 
 
1-Jul-19
Rome LTACH
 
Principal and interest at a 25-year amortization rate
 
4.50%—fixed
 
$
12,747,000
 
 
$
13,070,000
 
 
31-Mar-17
Sugar Creek
 
Principal and interest at a 30-year amortization rate
 
6.20%—fixed
 
$
7,589,000
 
 
$
7,703,000
 
 
1-Jun-19
The Oaks Bradenton
 
Principal and interest at a 30-year amortization rate.
 
4.45%—fixed
 
$
3,936,000
 
 
$
4,004,000
 
 
1-Jul-19
Terrace at Mountain Creek
 
Principal and interest at a 30-year amortization rate
 
4.45%—fixed
 
$
8,433,000
 
 
$
8,580,000
 
 
1-Jul-19
Woodland Terrace at the Oaks (3)
 
Months 1-36 interest only. Month 37 to maturity principal and interest at a 30-year amortization rate
 
4.87%—fixed
 
$
8,995,000
 
 
$
6,212,000
 
 
1-Oct-24
Woodbury Mews
 
Interest only; 25- year amortization rate 
 
One month LIBOR + 3.00%
 
$
24,889,000
 
 
$
25,000,000
 
 
21-Oct-15
Standish Village
 
Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate
 
5.76%—fixed
 
$
10,885,000
 
 
$
10,885,000
 
 
1-Jan-24
Compass on the Bay
 
Principal and interest at a 35-year amortization rate
 
3.32%—fixed
 
$
3,823,000
 
 
$
-
 
 
1-Mar-45
Compass on the Bay 2nd
 
Principal and interest at a 35-year amortization rate
 
5.65%—fixed
 
$
2,701,000
 
 
 
 
 
 
1-Mar-45
Live Oaks of Hammond (5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
4,550,000
 
 
$
-
 
 
10-Nov-17
Live Oaks of Slidell(5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
3,700,000
 
 
$
-
 
 
10-Nov-17
Spring Village at Wildewood(5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
6,410,000
 
 
$
-
 
 
10-Nov-17
Gables of Hudson(5)
 
Interest only; 30-year amortization rate
 
One month LIBOR + 2.75%
 
$
11,375,000
 
 
$
-
 
 
10-Nov-17
Sumter Place
 
Interest only; 30-year amortization rate
 
One month LIBOR + 3.15%
 
$
28,860,000
 
 
$
-
 
 
31-Dec-17
St. Andrews Village
 
Months 1-48 interest only. Month 49 to maturity principal and interest at a 30-year amortization rate
 
Months 1-24 floating rate of one month LIBOR plus 3.07%; 4.64 fixed rate for the remaining term
 
$
30,205,000
 
 
$
-
 
 
1-Sep-23
 
 
 
 
 
 
$
276,425,000
 
 
$
181,251,000
 
 
 
 
 
 
 
Add: premium
 
$
51,000
 
 
$
394,000
 
 
 
 
 
 
 
Notes payable, net
 
$
276,476,000
 
 
$
181,645,000
 
 
 
 
(1)
As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate.
(2)
On October 22, 2013, this loan was modified to reduce the interest rate from a variable rate of 6.25% to a fixed rate of 4.75%.
(3)
On September 19, 2014, this loan was refinanced with BB&T Real Estate Funding LLC.
(4)
On November 14, 2014 this loan was refinanced with KeyBank.
(5)
Part of the November 14, 2014 KeyBank secured term loan agreement that totals $38.035 Million
 
Principal payments due on our notes payable as of December 31, 2014 and each of the five subsequent years are as follows:
 
Year
    
Principal Amount
 
2015
 
$
27,551,000
 
2016
 
 
2,788,000
 
2017
 
 
79,528,000
 
2018
 
 
27,133,000
 
2019
 
 
67,744,000
 
2020 and thereafter
 
 
71,681,000
 
 
 
$
276,425,000

XML 91 R14.htm IDEA: XBRL DOCUMENT v2.4.1.9
Future Minimum Lease Payments
 12 Months Ended
Dec. 31, 2014
Leases, Operating [Abstract]  
Operating Leases of Lessor Disclosure
8. Future Minimum Lease Payments
 
All resident leases in our senior operations living segment are on a month to month basis and are excluded from the following schedule. Future minimum lease payments to be received from leases under the triple-net leased segment and medical office building segment as of December 31, 2014 are as follows:
 
Years ending December 31, 
 
Payment Amount
 
2015
 
$
9,277,000
 
2016
 
 
9,276,000
 
2017
 
 
9,453,000
 
2018
 
 
9,656,000
 
2019
 
 
9,793,000
 
2020 and thereafter
 
 
58,719,000
 
XML 92 R16.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Reporting
 12 Months Ended
Dec. 31, 2014
Segment Reporting [Abstract]  
Segment Reporting
10. Segment Reporting
 
As of December 31, 2014, we operated in three reportable business segments for management and internal financial reporting purposes: senior living operations, triple-net leased properties, and medical office building (“MOB”) properties. These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our senior living operations segment primarily consists of investments in senior housing communities located in the United States for which we engage independent third-party managers. Our triple-net leased properties segment consists of investments in skilled nursing and hospital facilities in the United States. These facilities are leased to healthcare operating companies under long-term “triple-net” or “absolute-net” leases, which require the tenants to pay all property-related expenses. Our MOB operations segment primarily consists of investing in medical office buildings and leasing those properties to healthcare providers under long-term leases, which may require tenants to pay property-related expenses.
 
We evaluate performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenue less property operating and maintenance expenses. There are no intersegment sales or transfers. We use net operating income to evaluate the operating performance of our real estate investments and to make decisions concerning the operation of the property. We believe that net operating income is useful to investors in understanding the value of income-producing real estate. Net income is the GAAP measure that is most directly comparable to net operating income; however, net operating income should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes certain items such as depreciation and amortization, asset management fees and expenses, real estate acquisition costs, interest expense and corporate general and administrative expenses. Additionally, net operating income as we define it may not be comparable to net operating income as defined by other REITs or companies.
 
The following tables reconcile the segment activity to consolidated net income for the years ended December 31, 2014, 2013 and 2012:
 
 
 
For the Year Ended December 31, 2014
 
 
 
Senior living
properties
 
Triple-net leased
properties
 
Medical office
properties
 
Consolidated
 
Rental revenue
 
$
42,338,000
 
$
6,727,000
 
$
857,000
 
$
49,922,000
 
Resident services and fee income
 
 
28,845,000
 
 
-
 
 
-
 
 
28,845,000
 
Tenant reimbursements and other income
 
 
1,606,000
 
 
882,000
 
 
310,000
 
 
2,798,000
 
 
 
 
72,789,000
 
 
7,609,000
 
 
1,167,000
 
 
81,565,000
 
Property operating and maintenance expenses
 
 
49,592,000
 
 
939,000
 
 
310,000
 
 
50,841,000
 
Net operating income
 
$
23,197,000
 
$
6,670,000
 
$
857,000
 
$
30,724,000
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
1,321,000
 
Asset management fees and expenses
 
 
 
 
 
 
 
 
 
 
 
4,135,000
 
Real estate acquisition costs
 
 
 
 
 
 
 
 
 
 
 
2,724,000
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
11,793,000
 
Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
9,912,000
 
Equity in loss from unconsolidated entities
 
 
 
 
 
 
 
 
 
 
 
352,000
 
Net income
 
 
 
 
 
 
 
 
 
 
 
487,000
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
3,153,000
 
Net loss attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
$
(2,666,000)
 
 
 
 
For the Year Ended December 31, 2013
 
 
 
Senior living
properties
 
Triple-net leased
properties
 
Medical office
properties
 
Consolidated
 
Rental revenue
 
$
29,266,000
 
$
5,237,000
 
$
854,000
 
$
35,357,000
 
Resident services and fee income
 
 
24,888,000
 
 
-
 
 
-
 
 
24,888,000
 
Tenant reimbursements and other income
 
 
424,000
 
 
889,000
 
 
297,000
 
 
1,610,000
 
 
 
 
54,578,000
 
 
6,126,000
 
 
1,151,000
 
 
61,855,000
 
Property operating and maintenance expenses
 
 
36,525,000
 
 
869,000
 
 
316,000
 
 
37,710,000
 
Net operating income
 
$
18,053,000
 
$
5,257,000
 
$
835,000
 
$
24,145,000
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
1,597,000
 
Asset management fees and expenses
 
 
 
 
 
 
 
 
 
 
 
2,944,000
 
Real estate acquisition costs
 
 
 
 
 
 
 
 
 
 
 
1,472,000
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
8,691,000
 
Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
8,263,000
 
Loss on debt extinguishment and other expense
 
 
 
 
 
 
 
 
 
 
 
352,000
 
Equity in loss from unconsolidated entities
 
 
 
 
 
 
 
 
 
 
 
73,000
 
Gain on disposition of investment in unconsolidated entity
 
 
 
 
 
 
 
 
 
 
 
(1,701,000)
 
Net income
 
 
 
 
 
 
 
 
 
 
 
2,454,000
 
Preferred return to series B preferred OP units and other noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
566,000
 
Net income attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
$
1,888,000
 
  
 
 
For the Year Ended December 31, 2012
 
 
 
Senior living
operation
 
Triple-net leased
properties
 
Medical office
properties
 
Consolidated
 
Rental revenue
 
$
27,535,000
 
$
4,742,000
 
$
846,000
 
$
33,123,000
 
Resident services and fee income
 
 
13,981,000
 
 
-
 
 
-
 
 
13,981,000
 
Tenant reimbursements and other income
 
 
408,000
 
 
807,000
 
 
314,000
 
 
1,529,000
 
 
 
 
41,924,000
 
 
5,549,000
 
 
1,160,000
 
 
48,633,000
 
Property operating and maintenance expenses
 
 
28,834,000
 
 
806,000
 
 
301,000
 
 
29,941,000
 
Net operating income
 
$
13,090,000
 
$
4,743,000
 
$
859,000
 
$
18,692,000
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
1,783,000
 
Asset management fees and expenses
 
 
 
 
 
 
 
 
 
 
 
2,152,000
 
Real estate acquisition costs
 
 
 
 
 
 
 
 
 
 
 
1,387,000
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
7,095,000
 
Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
6,960,000
 
Loss on debt extinguishment and other expense
 
 
 
 
 
 
 
 
 
 
 
1,179,000
 
Equity in loss from unconsolidated entities
 
 
 
 
 
 
 
 
 
 
 
228,000
 
Gain on remeasurement of investment in unconsolidated entity
 
 
 
 
 
 
 
 
 
 
 
(1,282,000)
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
(810,000)
 
Net income attributable to other noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
72,000
 
Net loss attributable to common stockholders
 
 
 
 
 
 
 
 
 
 
$
(882,000)
 
 
The following table reconciles the segment activity to Consolidated Total Assets as of December 31, 2014 and December 31, 2013:
 
 
 
December 31, 2014
 
December 31, 2013
 
Assets
 
 
 
 
 
 
 
Investment in real estate:
 
 
 
 
 
 
 
Senior living operations
 
$
278,880,000
 
$
185,116,000
 
Triple-net leased properties
 
 
82,648,000
 
 
42,248,000
 
Medical office building
 
 
7,541,000
 
 
7,855,000
 
Total reportable segments
 
$
369,069,000
 
$
235,219,000
 
Reconciliation to consolidated assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
35,564,000
 
 
21,792,000
 
Deferred financing costs, net
 
 
3,338,000
 
 
1,966,000
 
Investment in unconsolidated entities
 
 
5,146,000
 
 
1,297,000
 
Tenant and other receivables, net
 
 
4,037,000
 
 
3,204,000
 
Deferred costs and other assets
 
 
5,554,000
 
 
3,469,000
 
Restricted cash
 
 
5,161,000
 
 
3,930,000
 
Goodwill
 
 
5,965,000
 
 
5,965,000
 
Total assets
 
$
433,834,000
 
$
276,842,000
 
 
As of December 31, 2014 and 2013, goodwill had a balance of approximately $6.0 million all related to our senior living operations segment.
XML 93 R64.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stockholders' Equity (Details 2) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Taxable Ordinary Dividend Per Share $ 0.14ck0001378774_PercentagePaymentsOfOrdinaryDividendsCommonStockPerShare $ 0.04ck0001378774_PercentagePaymentsOfOrdinaryDividendsCommonStockPerShare $ 0.04ck0001378774_PercentagePaymentsOfOrdinaryDividendsCommonStockPerShare
Taxable Ordinary Dividend 27.12%ck0001378774_PercentagePaymentsOfOrdinaryDividendsCommonStock 9.25%ck0001378774_PercentagePaymentsOfOrdinaryDividendsCommonStock 11.88%ck0001378774_PercentagePaymentsOfOrdinaryDividendsCommonStock
Return of capital Per Share $ 0.36ck0001378774_PercentageReturnOfCapitalPerShare $ 0.30ck0001378774_PercentageReturnOfCapitalPerShare $ 0.27ck0001378774_PercentageReturnOfCapitalPerShare
Return of capital 72.88%ck0001378774_PercentageReturnOfCapital 60.53%ck0001378774_PercentageReturnOfCapital 88.12%ck0001378774_PercentageReturnOfCapital
Capital Gain Per Share $ 0ck0001378774_PercentageCapitalGainPerShare $ 0.15ck0001378774_PercentageCapitalGainPerShare $ 0ck0001378774_PercentageCapitalGainPerShare
Capital gain 0.00%ck0001378774_PercentageCapitalGain 30.22%ck0001378774_PercentageCapitalGain 0.00%ck0001378774_PercentageCapitalGain
XML 94 R66.htm IDEA: XBRL DOCUMENT v2.4.1.9
Earnings Per Share (Details Textual)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 946,560us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount 193,000us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount 0us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
XML 95 R63.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stockholders' Equity (Details 1) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Summary of repurchased shares      
Total Number of Shares Redeemed 49,962us-gaap_StockRedeemedOrCalledDuringPeriodShares 204,343us-gaap_StockRedeemedOrCalledDuringPeriodShares 108,939us-gaap_StockRedeemedOrCalledDuringPeriodShares
Average Price Paid per Share $ 11.63us-gaap_AcceleratedShareRepurchasesFinalPricePaidPerShare $ 9.99us-gaap_AcceleratedShareRepurchasesFinalPricePaidPerShare $ 9.31us-gaap_AcceleratedShareRepurchasesFinalPricePaidPerShare
XML 96 R34.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2014
Stockholders' Equity [Abstract]  
Summary of distributions declared
The following are the distributions declared on our common stock during the years ended December 31, 2014, 2013, and 2012:
 
 
 
Distribution Declared (1)
 
Period
 
Cash
 
Reinvested
 
Total
 
2012
 
 
3,940,000
 
 
-
 
 
3,940,000
 
2013
 
 
6,150,000
 
 
113,000
 
 
6,263,000
 
2014
 
 
5,646,000
 
 
339,000
 
 
5,985,000
 
 
(1)
In order to meet the requirements for being treated as a REIT under the Internal Revenue Code, we must pay distributions to our stockholders each taxable year equal to at least 90 % of our net ordinary taxable income. Some of our distributions have been paid from sources other than operating cash flow, such as offering proceeds. Until proceeds from equity issuances are fully invested and generating operating cash flow sufficient to fully cover distributions to stockholders, we intend to pay all or a portion of our distributions from the proceeds of equity issuances or from borrowings in anticipation of future cash flow.
Summary of repurchased shares
During the years ended December 31, 2014, 2013 and 2012, we redeemed shares pursuant to our stock repurchase program as follows:
 
Period
 
Total Number
of Shares
Redeemed
 
Average Price
 
2012
 
 
108,939
 
 
$9.31
 
2013
 
 
204,343
 
 
$9.99
 
2014
 
 
49,962
 
 
$11.63
 
Tax Treatment Of Distributions
The return of capital for the distributions per share to common stockholders reportable for the years ended December 31, 2014, 2013, and 2012 were as follows:
 
Per Common Shares
 
2014
 
2013
 
2012
 
Taxable ordinary dividend
 
$
0.14
 
27.12
%
$
0.04
 
9.25
%
$
0.04
 
11.88
%
Return of capital
 
$
0.36
 
72.88
%
$
0.30
 
60.53
%
$
0.27
 
88.12
%
Capital gain
 
$
-
 
0
%
$
0.15
 
30.22
%
$
-
 
0
%
XML 97 R51.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Principal payments due on notes payable    
Principal amount $ 276,425,000us-gaap_DebtInstrumentCarryingAmount [1] $ 181,251,000us-gaap_DebtInstrumentCarryingAmount [1]
2015 [Member]    
Principal payments due on notes payable    
Principal amount 27,551,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_StatementScenarioAxis
= ck0001378774_TwoThousandFifteenMember		  
2016 [Member]    
Principal payments due on notes payable    
Principal amount 2,788,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_StatementScenarioAxis
= ck0001378774_TwoThousandSixteenMember		  
2017 [Member]    
Principal payments due on notes payable    
Principal amount 79,528,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_StatementScenarioAxis
= ck0001378774_TwoThousandSeventeenMember		  
2018 [Member]    
Principal payments due on notes payable    
Principal amount 27,133,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_StatementScenarioAxis
= ck0001378774_TwoThousandEighteenMember		  
2019 [Member]    
Principal payments due on notes payable    
Principal amount 67,744,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_StatementScenarioAxis
= ck0001378774_TwoThousandNineteenMember		  
2020 and thereafter [Member]    
Principal payments due on notes payable    
Principal amount $ 71,681,000us-gaap_DebtInstrumentCarryingAmount
/ us-gaap_StatementScenarioAxis
= ck0001378774_TwoThousandTwentyAndThereafterMember		  
[1] As of December 31, 2014 and December 31, 2013, all notes payable are secured by the underlying real estate.
XML 98 R21.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related Party Transactions
 12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Related Party Transactions
15. Related Party Transactions
 
Advisory Relationship with the Advisor
 
Throughout 2013 and 2014 we were party to an Advisory Agreement with the Advisor, which became effective on January 1, 2012 for a one-year term ending December 31, 2012. The Advisory Agreement was renewed for additional one-year terms commencing on January 1, 2013, January 1, 2014, and January 1, 2015, however, as discussed below under the heading “Transition to Internal Management Agreement” certain provisions of the Advisory Agreement have been amended as a result of the execution on February 10, 2013 of a Transition to Internal Management Agreement which was subsequently amended in April 2014 and February 2015 (as amended, the “Transition Agreement”) with the Advisor.
 
Pursuant to the provisions of the Advisory Agreement, the Advisor is responsible for managing, operating, directing and supervising the operation of our company and its assets. Generally, the Advisor is responsible for providing us with (i) property acquisition, disposition and financing services, (ii) asset management and operational services, including real estate services and financial and administrative services, (iii) stockholder services, and (iv) in the event we conduct a public offering of our securities, offering-related services. The Advisor is subject to the supervision and ultimate authority of our board of directors and has a fiduciary duty to us and our stockholders.
 
The fees and expense reimbursements payable or paid to the Advisor under the Advisory Agreement, and subject to the terms of the Transition Agreement, as discussed below under the heading “Transition to Internal Management Agreement,” are described below.
 
Offering Stage Fees and Expenses:
 
·
If our board of directors determines that it is advisable and in our best interests to conduct an offering of our securities, the Advisor will be entitled to be reimbursed for organizational and offering costs paid by the Advisor on our behalf. Organizational and offering costs consist of all expenses (other than sales commissions and the dealer manager fees) to be paid by us in connection with our offerings, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable offering expenses. However, the Advisor would be required to reimburse us to the extent that our organization and offering expenses are in excess of 15% of gross offering proceeds at the conclusion of such offering. During the years ended December 31, 2014 and 2013, the Advisor incurred no organization and offering expenses on our behalf.
Acquisition and Operating Stage Fees and Expenses:
 
·
Subject to the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor acquisition fees in an amount equal to 1.0% of the sum of the amount actually paid or allocated to the purchase, development, construction or improvement of an investment, inclusive of the acquisition expenses associated with such investment, and the amount of any debt attributable to such investment. With respect to acquisitions made through a joint venture in which the Company is a co-venturer, the acquisition fee payable to the Advisor will be equal to 1.0% of the Company’s allocable portion of the amount actually paid or allocated to the purchase, development, construction or improvement of the investment, inclusive of the acquisition expenses associated with such investment, and the Company’s allocable portion of any debt attributable to such investment. An acquisition fee will be payable to the Advisor at the time we acquire the related investment. In addition, we are required to reimburse the Advisor for direct costs the Advisor incurs and pays to third parties in connection with the selection and acquisition of potential investments, whether or not we ultimately acquire them. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $1.6 million and $0.5 million, respectively, of acquisition fees from us and incurred no acquisition expenses on our behalf.
 
·
We are not required to reimburse the Advisor or its affiliates for any of their costs or expenses that are not directly attributable to our business, including without limitation (i) any personnel costs incurred by the Advisor to its employees, and (ii) any costs related to the Advisor’ rent, utilities and general overhead. We are responsible for paying directly or reimbursing the Advisor for costs that are directly attributable to our business.
 
·
Under the Advisory Agreement, the Advisor must restrict total operating expenses for the preceding four consecutive fiscal quarters, as determined at the end of each fiscal quarter, to the greater of 2% of the Company’s Average Invested Assets (as defined in the Advisory Agreement) or 25% of the Company’s net income for such period (the “2%/25% Guidelines”), unless the independent directors committee determines that a higher level of expenses is justified, based on unusual and non-recurring factors which it deems sufficient. If the independent directors committee does not approve such excess as being so justified, the Advisory Agreement and our charter require that any amount in excess of the 2%/25 Guidelines (an “Excess Amount”) paid to the Advisor during a fiscal quarter shall be repaid to us. For the four quarters ended December 31, 2014 and December 31, 2013, our management fees and expenses and operating expenses totaled $5.8 million and $4.6 million, respectively. These amounts did not exceed the greater of 2% of our average invested assets and 25% of our net income.
  
·
Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor a financing coordination fee for services rendered by the Advisor in connection with the refinancing of any of our debt obligations in an amount equal to 0.5% of the gross amount of any such refinancing, provided however, that the Advisor will not be entitled to a financing coordination fee in connection with the refinancing of debt obligations secured by any particular asset that was subject to a refinancing in connection with which the Advisor received a financing coordination fee within the immediately preceding three year period. Any such financing coordination fee is payable to the Advisor upon the closing of the related refinancing. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $0.1 million of financing coordination fees from us.
 
·
Subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, we are obligated to pay the Advisor a monthly asset management fee in an amount equal to one-twelfth of 1.0% of our assets under management, calculated on a monthly basis as of the last day of each month. Additionally, subject to compliance with the 2%/25% Guidelines and the limitation on fees agreed to in the Transition Agreement, with respect to fiscal quarters in which distributions declared to stockholders and cash available for distribution for such fiscal quarter are each at least $0.125 per share, we are also obligated to pay the Advisor a quarterly bonus asset management fee equal to the lesser of (i) one-fourth of 0.15% of our assets under management, calculated on a quarterly basis as of the last day of the quarter, or (ii) $150,000. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $4.1 million and $2.9 million, respectively, of asset management fees from us.
 
·
Subject to the limitation on fees agreed to in the Transition Agreement, if we retain the Advisor or one of its affiliates to manage or lease any of our properties, we will pay the Advisor or such affiliate a market-based fee in accordance with a separately negotiated property management, leasing and development agreement to be approved by the independent directors committee, which agreement may provide for fees similar to what other management or leasing companies generally charge for the management or leasing of similar properties, and which may include reimbursement for the costs and expenses the Advisor or its affiliates incurs in managing or leasing our properties. During the years ended December 31, 2014 and 2013, we did not pay any property management, leasing or development fees to the Advisor.
 
Listing/ Liquidation Stage Fees and Expenses:
 
·
Subject to the limitation on fees agreed to in the Transition Agreement, if the Advisor or one of its affiliates provides a substantial amount of the services (as determined by a majority of our directors, including a majority of our independent directors committee) in connection with the sale of one or more of our properties, other than a sale in connection with a transaction in which we sell, grant, convey or relinquish our ownership of all or substantially all of our assets, we would be required to pay the Advisor or such affiliate at closing a disposition fee equal to the lesser of (i) 1.0% of the sales price of such property or properties, or (ii) one-half of the competitive real estate commission in light of the size, type and location of the property. The disposition fee may be paid in addition to real estate commissions paid to non-affiliates, provided that the total real estate commissions (including such disposition fee) paid to all persons by us for each property shall not exceed an amount equal to the lesser of (i) 6.0% of the aggregate contract sales price of each property or (ii) the competitive real estate commission for each property. During the years ended December 31, 2014 and 2013, the Advisor earned approximately $0.0 million and $0.1 million, respectively, of disposition fees from us.
 
·
As described in further detail below under “Transition to Internal Management Agreement” under certain circumstances, the Advisor may be entitled to incentive fee amounts upon a listing or liquidation of the Company, or upon a termination of the Advisory Agreement. During the years ended December 31, 2014 and 2013, we did not pay any incentive fees to the Advisor related to a listing or liquidation of the Company, or a termination of the Advisory Agreement.
  
Transition to Internal Management Agreement
 
In connection with entering into the KKR Equity Commitment, we entered into the Transition Agreement with the Advisor and the Investor. The Transition Agreement sets forth the terms for our transition from our current externally-advised structure to an internal management structure. The Transition Agreement provides that the existing external advisory structure will remain in place upon substantially the same terms as currently in effect until February 10, 2017, subject to annual renewals of the Advisory Agreement in accordance with the requirements of the Company’s governing documents, at the end of which time the advisory function will be internalized in accordance with the Transition Agreement.
 
The Transition Agreement limits the amount of the fees payable under our existing Advisory Agreement with the Advisor. Specifically, notwithstanding the provisions of the Advisory Agreement, acquisition fees, financing coordination fees, asset management fees, property management and leasing fees, and disposition fees payable under the Advisory Agreement are limited to an amount no more than (1) $3.2 million plus an excess amount of $3.2 million (the “Excess Fee Amount”) from February 10, 2013 to February 10, 2014, and (2) $3.2 million plus any remaining portion of the Excess Fee Amount during the period from the February 11, 2014 to February 10, 2015. The maximum aggregate amount of such fees payable to the Advisor from February 10, 2013 through February 10, 2015 under these limits was $9.6 million (the “Maximum Fee Amount”). Solely with respect to any fees earned by the Advisor during the period from February 11, 2014 to February 10, 2015 in excess of the Maximum Fee Amount, such fees will be included in fees payable during the one-year period from February 11, 2015 to February 10, 2016, subject to a maximum amount of $1.0 million. For the one-year period from February 11, 2015 to February 10, 2016, as well as for the one-year period from February 11, 2016 to February 10, 2017, the same limits will apply to the aggregate fees the Advisor can earn such that the aggregate amount of such fees payable to the Advisor from February 11, 2015 to February 10, 2017 is equal to the Maximum Fee Amount.
 
The Transition Agreement also amends the Advisory Agreement to modify the terms of the subordinated incentive fees to which the Advisor may be entitled under certain circumstances. Specifically, the Transition Agreement provides for the following possible incentive amounts to be payable to the Advisor:
 
 
•
Subordinated Sales and Financings Promote. A subordinated sales and financings promote may be payable to the Advisor upon a distribution to holders of shares of our common stock outstanding as of February 10, 2013 (the “Legacy Common Shares”) resulting from a sale and financing of one or more of our assets, which will be determined and paid as an amount of shares of common stock equal to the ratio of:
 
 
o
10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share cash distributions to the holders of the Legacy Common Shares in respect of cash from sales and financings, plus (ii) the total amount of all previous dividends or distributions paid on the Legacy Common Shares since the date of the inception of the Company’s initial public offering; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the date of the closing of the applicable sale or financing on the Legacy Common Shares;
 
over:
 
 
o
the net asset value per share of common stock as of the closing of the applicable sale or financing (as defined in the Transition Agreement).
 
However, if the subordinated sales and financings promote is payable as the result of a sale of all or substantially all of the assets of the Company, then the promote will be paid in cash rather than shares of common stock.
 
 
•
Subordinated Internalization Promote. In connection with a termination of the Advisory Agreement upon consummation of an internalization, the Advisor may be entitled to a subordinated internalization promote determined and paid on one-year anniversary of the termination of the Advisor Agreement, in an amount consisting of the sum of:
 
 
o
a cash payment equal to 40% of:
 
 
•
10% of the amount, if any, by which (A) the sum of (i) the number of Legacy Common Shares times the per share net asset value on the determination date, plus (ii) the total amount of dividends or distributions paid on the Legacy Common Shares from date from inception of the Company’s initial public offering through the determination date; exceeds (B) the sum of (x) the total invested capital for the Legacy Common Shares and (y) the amount required to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the determination date on the Legacy Common Shares (such amount, the “Subordinated Internalization Cash Amount”); and
 
an amount of shares of common stock equal to the ratio of: 
 
 
•
60% of the Subordinated Internalization Cash Amount;
 
over:
 
 
•
the net asset value per share of common stock as of the determination date (as defined in the Transition Agreement).
 
However, in the event the common stock is listed on a national stock exchange as of the determination date, the amount of the subordinated internalization promote will be determined by reference to the market value of a share of common stock (as defined in the Transition Agreement), rather than the net asset value. Furthermore, the amount of the subordinated internalization promote will be reduced by the amount of any subordinated sales and financings promote previously earned by our Advisor.
 
 
•
Subordinated Performance Fee Due Upon Termination. If (1) we terminate the Advisory Agreement prior to an internalization for any reason other than a material breach by the Advisor, (2) the Advisory Agreement is not renewed (other than in connection with an internalization) because we are unwilling to renew the agreement on substantially similar terms, or (3) the Advisor terminates the Advisory Agreement prior to an internalization because of a material breach by us, then, we will pay the Advisor a subordinated performance fee due upon termination, payable in the form of a promissory note bearing simple interest at a rate of 5% per annum, in a principal amount equal to:
 
 
o
10% of the amount, if any, by which (A) the sum of (i) the product of the Legacy Common Shares times the per share net asset value at the termination date and (ii) total distributions (excluding any stock dividends and distributions paid on shares of common stock redeemed by the Company) paid on the Legacy Common Shares through the termination date, exceeds (B) the sum of (i) the total invested capital for the Legacy Common Shares and (ii) the total distributions required to be made to the Legacy Common Shares in order to pay stockholders a 7% cumulative, non-compounded return from inception of the Company’s initial public offering through the termination date;
 
o
less any prior payment to our Advisor of a subordinated sales and financings promote.
 
Upon the internalization date established pursuant to the Transition Agreement, we will acquire all of the Advisor’s assets that are reasonably necessary for the management and operation of our business (we refer to such a transaction as an internalization). On or prior to the internalization date, our Advisor will facilitate our efforts to hire the employees of the Advisor. With respect to certain key persons, we will be required to enter into employment agreements based upon market terms established in consultation with an independent compensation consultant. The Investor will have the right to consent to our hiring of all key personnel. Upon an internalization or a Liquidation Event (as defined in the investor rights agreement entered into in connection with the KKR Equity Commitment), then our Advisor will receive a fee in an amount that is the lesser of (i) $4.0 million or $3.0 million (depending on when the event occurs), and (ii) the remaining portion of the $9.6 million Maximum Fee Amount, if any, not previously paid to our Advisor.
 
In connection with entering into the Transition Agreement, we and the Advisor have generally agreed not to terminate the Advisory Agreement without the prior consent of the Investor.
 
KKR Equity Commitment
 
Pursuant to the KKR Equity Commitment, we may issue and sell to the Investor and its affiliates on a private placement basis from time to time over a period of three years, up to $158.7 million in aggregate issuance amount of shares of newly issued Series C Preferred Stock and newly issued Series B Preferred Units to fund real estate acquisitions, a self-tender offer and the origination of a development loan. As a result of the transactions contemplated by the KKR Equity Commitment, the Investor currently beneficially owns an aggregate of 10,993,613 shares of common stock of the Company, which represent, in the aggregate, approximately, 48.9% of the outstanding shares of common stock as of March 15, 2015.
 
As of December 31, 2014, pursuant to the terms of the KKR Equity Commitment, the Investor has purchased 1,000 newly issued Series C Preferred Stock and 946,560 newly issued Series B Preferred Units for an aggregate purchase price of $94.8 million. As of December 31, 2014, 639,700 Series B Preferred Units remain issuable under the Securities Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Securities Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed investment opportunity.
 
Securities Purchase Agreement
 
On February 10, 2013, the Company, and the Operating Partnership (as used herein, the Company and the Operating Partnership are referred to as the “Sentio Parties”) and the Investor entered into a Securities Purchase Agreement which was subsequently amended in April 2014 and December 2014 (as amended, the “Purchase Agreement”). Under the Purchase Agreement, the Sentio Parties may issue and sell to the Investor on a private placement basis from time to time over a period of up to three years, newly issued Series C Preferred Stock and newly issued Series B Preferred Units in an amount up to $158.7 million.
 
In conjunction with the execution of the Purchase Agreement, the Sentio Parties paid to Investor a transaction fee of $2.0 million and were obligated to reimburse the Investor for up to $1.0 million of its expenses incurred in connection with the Purchase Agreement. With limited exceptions, the Sentio Parties are restricted from issuing securities other than in accordance with the Purchase Agreement while the put rights under the Purchase Agreement are in effect.
 
To the extent the minimum purchase obligation is not exercised during the term of the commitment, the Sentio Parties are required to pay a premium to the Investor calculated and payable annually as a percentage of the unexercised amount under the commitment. For the years ended December 31, 2014 and 2013, we paid the Investor an unused fee of $0.1 million and $0.0 million, respectively.
 
Pursuant to the Purchase Agreement, our board of directors increased the size of the board from seven to nine members and filled the vacancies created thereby with two directors selected by the Investor. We will also, at the Investor’s sole election, add one additional director (for a total of ten directors), which director will also be selected by the Investor.
 
Series C Preferred Stock
 
The Series C Preferred Stock issued to the Investor pursuant to the Purchase Agreement ranks senior to the Company’s common stock with respect to dividend rights and rights on liquidation. The holders of the Series C Preferred Shares will be entitled to receive dividends, as and if authorized by the board out of funds legally available for that purpose, at an annual rate equal to 3%.
 
The holder of each share of Series C Preferred Stock has the right to one vote for each share of As-Converted Common Stock (defined below) held by such holder and its affiliates and with respect to such vote, such holder will have full voting rights and powers equal to the voting rights and powers of the holders of the Company’s common stock, and will be entitled to notice of any shareholders’ meeting in accordance with the bylaws of the Company, and shall be entitled to vote, together with holders of common stock as a single class, with respect to any question upon which holders of common stock have the right to vote, with certain limited exceptions. “As-Converted Common Stock” means, as of any determination date and with respect to any holder, the number of shares of Common Stock then held by such holder and its affiliates after giving effect to the conversion or exchange, in accordance with their terms, of any and all securities then convertible or exchangeable, directly or indirectly, into common stock.
 
Amended Partnership Agreement
 
On April 5, 2013, the Company, HPC LP TRS, LLC and the Investor entered a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership which was subsequently amended on December 22, 2014 (as amended, the “Amended Partnership Agreement”). The Amended Partnership Agreement authorizes the issuance of the Series B Preferred Units to the Investor. The Series B Preferred Units rank senior to the Partnership’s common units with respect to distribution rights and rights on liquidation. The Series B Preferred Units related to the acquisition of an Approved Acquisition (as defined in the Purchase Agreement) will receive cash distributions at an annual rate equal to 7.5% in preference to any distributions paid to common units. Provided, however, that any Series B Preferred Units issued in connection with a put exercise for a construction loan will receive cash distributions at a reduced annual rate equal to 6.0% in preference to any distributions paid to common units. In addition, the preferred return for a put exercise for a construction loan will be calculated based solely on the exercise put amount related to the construction loan put exercise that has been funded as opposed to the full amount of Series B Preferred Units outstanding. If the Partnership is unable to pay cash distributions, distributions will be paid in kind at an annual rate of 10%. After payment of the preferred distributions, additional distributions will be paid first to the common units until they have received an aggregate blended return equal to the weighted average of the return being paid to Series B Preferred Units in annual distributions from the Effective Date, and thereafter to the common units and Series B Preferred Units pro rata. In the event of a liquidation of the Operating Partnership, the Investor would receive an amount equal to the greater of (a) the amount paid to acquire securities under the Purchase Agreement plus all accrued and unpaid distributions or (b) the amount the Investor would be entitled to receive in the transaction if the Series B Preferred Units were converted into common units of the Partnership (excluding any unpaid distribution to holders of common units, to which the holders of common units alone are entitled).
 
Each Series B Preferred Unit has an initial issuance value of $100.00 per unit and is convertible into a number of common units of Partnership interest equal to the issuance value of such Series B Preferred Unit divided by the applicable conversion price as determined in accordance with the terms of the Amended Partnership Agreement. The initial conversion price is $10.02. The Investor may exchange common units for shares of the Company’s common stock, at an initial exchange factor of 1 to 1, subject to proportional adjustment for stock splits, stock dividends, cash dividends, merger, recapitalizations and other similar events by the Company or the Partnership. The Partnership Agreement requires that the Company and the Partnership receive the Investor’s consent before taking certain actions.
 
The Amended Partnership Agreement permits the Operating Partnership to engage in a sale of the assets or equity of the Operating Partnership without the consent of the Investor, which would otherwise be required under the Second Amended and Restated Limited Partnership Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the Operating Partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.
 
Investor Rights Agreement
 
On February 10, 2013, the Company, the Operating Partnership, and the Investor entered into an Investor Rights Agreement, which was subsequently amended in December 2014 (as amended, the “Investor Rights Agreement”) that provides the Investor, its affiliates and their respective permitted transferees with certain rights as a holder of Series C Preferred Stock and Series B Preferred Units. More specifically, the Investor Rights Agreement provides such holders with preemptive rights to participate in future equity issuances by the Company, subject to customary exceptions. Additionally, the Investor Rights Agreement contains certain significant minority protections that require the Investor’s consent before taking certain actions. Under the Investor Rights Agreement, the Sentio Parties are also prohibited from incurring indebtedness other than property-level mortgage refinancing, subject to certain limitations.
 
The Investor Rights Agreement includes standstill provisions prohibiting the Investor from acquiring additional securities of the Company or the Partnership other than in accordance with the Purchase Agreement (subject to the pre-emptive rights described above) until February 10, 2016. The Investor Rights Agreement contains customary registration rights requiring the Company to register the shares of Series C Preferred Stock and common stock held by the Investor as a result of exchange of its Series B Preferred Units for resale to the public from time to time, in defined circumstances and within defined deadlines as set forth in the Investor Rights Agreement. The Company is also required, upon demand by the Investor in accordance with the Investor Rights Agreement, to register one or more primary offerings of newly issued common stock and to use the proceeds from such offerings to redeem partnership units held by the Investor. Beginning on July 1, 2017, the Investor, at its sole option, will have the ability to cause us to initiate a listing of the Company’s common stock, a sale of the Company, or a process to sell all or substantially all of our assets subject to specific terms and conditions.
 
The Investor Rights Agreement permits the Company to engage in a sale of the assets or equity of the Operating Partnership and the Company without the consent of the Investor, which would otherwise be required under the Investor Rights Agreement, provided the following conditions are met: (i) the sale is cash only, and (ii) the Company or the operating partnership, as applicable, has issued to the Investor $100,000 in aggregate liquidation preference amount of Series C Preferred Stock and $149,900,000 in aggregate liquidation preference amount of Series B Preferred Units.
XML 99 R26.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2014
Summary Of Significant Accounting Policies [Abstract]  
Cash and Cash Equivalents
Cash and Cash Equivalents
 
We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.
Restricted Cash
Restricted Cash
 
Restricted cash represents cash held in interest bearing accounts and amounts related to impound reserve accounts for property taxes and insurance as required under the terms of mortgage loan agreements. Based on the intended use of the restricted cash, we have classified changes in restricted cash within the statements of cash flows as operating or investing activities.
Principles of Consolidation and Basis of Presentation
Principles of Consolidation and Basis of Presentation
 
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In accordance with the guidance for the consolidation of variable interest entities (“VIEs”), we analyze our variable interests, including investments in partnerships and joint ventures, to determine if the entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews, based on our review of the design of the entity, its organizational structure including decision-making ability, risk and reward sharing experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and financial agreements. We also use quantitative and qualitative analyses to determine if we must consolidate a variable interest entity as the primary beneficiary.
Investments In Unconsolidated Entities
Investments in Unconsolidated Entities
 
We account for our investments in unconsolidated joint ventures under the equity method of accounting. We exercise significant influence, but do not control these entities or direct the activities that most significantly impact the venture’s performance. Investments in unconsolidated entities are recorded initially at cost and subsequently adjusted for cash contributions and distributions. We recognize our allocable share of the equity in earnings of our unconsolidated entities based on the respective venture’s structure and preferences.
Real Estate Purchase Price Allocation
Real Estate Purchase Price Allocation
 
We allocate the purchase price of our properties in accordance with ASC 805-10, “Business Combinations.” Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, site improvements, tenant improvements, intangible lease assets or liabilities including in-place leases, above market and below market leases, tenant relationships and goodwill. We allocated the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our assets is being charged to expense on a straight-line basis over the assigned useful lives. The value of the building and improvements are depreciated over an estimated useful life of 15 to 39 years.
 
In-place lease values are calculated based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant.
 
Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. The value of acquired above and below market leases is amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental revenue on our consolidated statements of operations.
 
We amortize the value of in-place leases and above and below market leases over the initial term of the respective leases. Should a tenant terminate its lease, the unamortized portion of the tenant improvements, intangible lease assets or liabilities and the in-place lease value will be immediately charged to expense.
 
Goodwill represents the excess of acquisition cost over the fair value of identifiable net assets of the business acquired.
Impairment Of Real Estate Assets And Good will
Impairment of Real Estate Assets and Goodwill
 
Real Estate Assets
 
We assess whether there has been impairment in the value of our investments in real estate whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Our portfolio is evaluated for impairment on a property-by-property basis. Indicators of potential impairment include the following:
 
⋅
Change in strategy resulting in a decreased holding period;
 
⋅
Decreased occupancy levels;
 
⋅
Deterioration of the rental market as evidenced by rent decreases over numerous quarters;
 
⋅
Properties adjacent to or located in the same submarket as those with recent impairment issues; and/or
 
⋅
Tenant financial problems.
 
During 2014, 2013 and 2012, we did not record any impairment charges related to our investments in real estate. The assessment as to whether our investments in real estate are impaired is highly subjective. The calculations, which are primarily based on discounted cash flow analyses, involve management’s best estimate of the holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements for each property. A change in any one or more of these factors could materially impact whether a property is impaired as of any given valuation date.
 
Goodwill
 
We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The guidance on goodwill impairment requires us to annually test goodwill for impairment under a two-step impairment test or under a qualitative assessment which became optional in 2011. In Step 1 of the two-step test, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting unit based on the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then the company records an impairment loss equal to the difference.
 
For the years ended December 31, 2014 and 2013, the Company performed Step 1 in its evaluation of goodwill. The Company did not record any impairment charges related to our goodwill.
Income Tax
Income Taxes
 
For federal income tax purposes, we have elected to be taxed as a REIT, under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2008, which imposes limitations related to operating assisted-living properties.
 
Each taxable REIT subsidiary (“TRS”) is a tax paying component for purposes of classifying deferred tax assets and liabilities. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would not be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
Uncertain Tax Positions
Uncertain Tax Positions
 
In accordance with the requirements of ASC 740-10, “Income Taxes,” favorable tax positions are included in the calculation of tax liabilities if it is more likely than not that the Company’s adopted tax position will prevail if challenged by tax authorities. As a result of our REIT status, we are able to claim a dividends-paid deduction on our tax return to deduct the full amount of common dividends paid to stockholders when computing our annual taxable income. A REIT is subject to a 100% tax on the net income from prohibited transactions. A “prohibited transaction” is the sale or other disposition of property held primarily for sale to customers in the ordinary course of a trade or business. There is a safe harbor which, if met, expressly prevents the Internal Revenue Service (the “IRS”) from asserting the prohibited transaction test. As we have not had any sales of properties to date, the prohibited transaction tax is not applicable. We have no income tax expense, deferred tax assets or deferred tax liabilities associated with any such uncertain tax positions for the operations of any entity included in the consolidated results of operations.
Tenant And Other Receivables
Tenant and Other Receivables
 
Tenant and other receivables are comprised of rental and reimbursement billings due from tenants. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts. Management assesses the realizability of tenant receivables on an ongoing tenant by tenant basis and provides for allowances as such balances, or portions thereof, become uncollectible. For the years ended December 31, 2014 and December 31, 2013 provisions for bad debts amounted to approximately $276,000 and $50,000, respectively. The allowance for tenant receivables is included in property operating and maintenance expenses in the accompanying consolidated statements of operations.
Deferred Financing Costs
Deferred Financing Costs
 
Costs incurred in connection with debt financing are recorded as deferred financing costs. Deferred financing costs are amortized using a method which approximates the effective interest rate method over the contractual terms of the respective financings.
Revenue Recognition
Revenue Recognition
 
Revenue is recognized when four basic criteria are met: persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Because our leases may provide for free rent, lease incentives, or other rental increases at specified intervals, we straight-line the recognition of revenue, which results in the recording of a receivable for rent not yet due under the lease terms. Our revenues are comprised largely of rental income and other income collected from tenants.
Noncontrolling Interest in Consolidated Subsidiaries
Noncontrolling Interest in Consolidated Subsidiaries
 
Noncontrolling interests include the portion of consolidated entities that are not owned by the Company, and the KKR net investment of $94.7 million in Series B Preferred Units. The Series B Preferred Units have a liquidation preference that is determined as the greater of: (i) $ 100 per unit, plus accrued and unpaid distributions or (ii) the distribution that would be made on number of common shares into which shares of Series B Preferred Units could be converted.
 
ASC 810-10-65 Consolidation clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. ASC 810-10-65 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.
 
We periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
 
FASB ASC 825-10, “Financial Instruments,” requires the disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value.
 
Fair value represents the estimate of the proceeds to be received, or paid in the case of a liability, in a current transaction between willing parties. ASC 820, Fair Value Measurement establishes a fair value hierarchy to categorize the inputs used in valuation techniques to measure fair value. Inputs are either observable or unobservable in the marketplace. Observable inputs are based on market data from independent sources and unobservable inputs reflect the reporting entity’s assumptions about market participant assumptions used to value an asset or liability.
 
Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
 
Level 1. Quoted prices in active markets for identical instruments.
 
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
Assets and liabilities measured at fair value are classified according to the lowest level input that is significant to their valuation. A financial instrument that has a significant unobservable input along with significant observable inputs may still be classified as a Level 3 instrument.
 
We generally determine or calculate the fair value of financial instruments using present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments and our estimates for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads, and estimates of future cash flow.
 
Our balance sheets include the following financial instruments: cash and cash equivalents, tenant and other receivables, restricted cash, security deposits, accounts payable and accrued liabilities, distributions payable, and notes payable. With the exception of notes payable, we consider the carrying values of our financial instruments to approximate fair value because they generally expose the Company to limited credit risk and because of the short period of time between origination of the financial assets and liabilities and their expected settlement.
Use of Estimates
Use of Estimates
 
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could materially differ from those estimates.
New Accounting Standards
New Accounting Standards
 
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. 
XML 100 R49.htm IDEA: XBRL DOCUMENT v2.4.1.9
Investments in Unconsolidated Entities (Details Textual) (USD $)
In Millions, unless otherwise specified
 0 Months Ended 3 Months Ended
Aug. 08, 2013
Sep. 30, 2013
Proceeds from Sale of Property, Plant, and Equipment $ 11.3us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment  
Repayments of Debt 3.5us-gaap_RepaymentsOfDebt  
Gain (Loss) on Disposition of Property Plant Equipment   $ 1.7us-gaap_GainLossOnSaleOfPropertyPlantEquipment
XML 101 R41.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions (Details Textual) (USD $)
 12 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 06, 2013
Oct. 21, 2013
Aug. 20, 2014
Nov. 14, 2014
Nov. 24, 2014
Dec. 18, 2014
Dec. 31, 2014
Apr. 04, 2014
Business Acquisition [Line Items]                      
Payments to Acquire Businesses, Gross $ 135,018,000us-gaap_PaymentsToAcquireBusinessesGross $ 53,677,000us-gaap_PaymentsToAcquireBusinessesGross $ 18,151,000us-gaap_PaymentsToAcquireBusinessesGross                
Equity Method Investments 5,146,000us-gaap_EquityMethodInvestments [1],[2]                 5,146,000us-gaap_EquityMethodInvestments [1],[2]  
SLR Joint Venture [Member]                      
Business Acquisition [Line Items]                      
Percentage of limited partnership interest acquired by the company       95.00%us-gaap_EquityMethodInvestmentOwnershipPercentage
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Payments to Acquire Businesses, Gross       5,100,000us-gaap_PaymentsToAcquireBusinessesGross
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Payments To Acquire Businesses By Minority Interest       300,000ck0001378774_PaymentsToAcquireBusinessesByMinorityInterest
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Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners       5.00%us-gaap_MinorityInterestOwnershipPercentageByNoncontrollingOwners
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Equity Method Investments                     11,700,000us-gaap_EquityMethodInvestments
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Standish Village [Member]                      
Business Acquisition [Line Items]                      
Net loss   400,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues   300,000us-gaap_BusinessAcquisitionsProFormaRevenue
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Equity Method Investment Ownership By Another Entity In Operating Entity Percentage       100.00%ck0001378774_EquityMethodInvestmentOwnershipByAnotherEntityInOperatingEntityPercentage
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Woodbury Mews [Member]                      
Business Acquisition [Line Items]                      
Net loss   1,500,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues   1,700,000us-gaap_BusinessAcquisitionsProFormaRevenue
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St. Andrews Village acquisition [Member]                      
Business Acquisition [Line Items]                      
Net loss 100,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues 1,600,000us-gaap_BusinessAcquisitionsProFormaRevenue
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Payments to Acquire Businesses, Gross           42,500,000us-gaap_PaymentsToAcquireBusinessesGross
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Lessor Leasing Arrangements, Operating Leases, Renewal Term           10 years          
Compass on the Bay [Member]                      
Business Acquisition [Line Items]                      
Net loss 600,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues 2,500,000us-gaap_BusinessAcquisitionsProFormaRevenue
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Live Oaks Village of Hammond and Slidell [Member]                      
Business Acquisition [Line Items]                      
Payments to Acquire Businesses, Gross             12,700,000us-gaap_PaymentsToAcquireBusinessesGross
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Spring Village at Wildewood [Member]                      
Business Acquisition [Line Items]                      
Net loss 300,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues 900,000us-gaap_BusinessAcquisitionsProFormaRevenue
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Payments to Acquire Businesses, Gross               9,650,000us-gaap_PaymentsToAcquireBusinessesGross
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Gables of Hudson [Member]                      
Business Acquisition [Line Items]                      
Net loss 300,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues 900,000us-gaap_BusinessAcquisitionsProFormaRevenue
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Payments to Acquire Businesses, Gross                 16,750,000us-gaap_PaymentsToAcquireBusinessesGross
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Sumter Place [Member]                      
Business Acquisition [Line Items]                      
Net loss 300,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Revenues 900,000us-gaap_BusinessAcquisitionsProFormaRevenue
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Live Oaks Village Of Hammond Acquisition [Member]                      
Business Acquisition [Line Items]                      
Net loss 300,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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Live Oaks Village Of Slidell Acquisition [Member]                      
Business Acquisition [Line Items]                      
Net loss 300,000us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss
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[1] Represents the carrying value of the Company’s investment in each unconsolidated entity.
[2] These entities are not consolidated because the Company exercises significant influence, but does not control or direct the activities that most significantly impact each entity’s performance.
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CONSOLIDATED STATEMENTS OF EQUITY (USD $)
Total
USD ($)
Series C Preferred Stock
USD ($)
Series B Preferred Stock
USD ($)
Preferred Stock
USD ($)
Preferred Stock
Series C Preferred Stock
Common Stock
USD ($)
Additional Paid-In Capital
USD ($)
Additional Paid-In Capital
Series C Preferred Stock
USD ($)
Accumulated Deficit
USD ($)
Total Stockholders' Equity
USD ($)
Total Stockholders' Equity
Series C Preferred Stock
USD ($)
Noncontrolling Interest
USD ($)
Noncontrolling Interest
Series B Preferred Stock
USD ($)
Balance at Dec. 31, 2011 $ 80,859,000us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest     $ 0us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
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Balance (in shares) at Dec. 31, 2011       0us-gaap_SharesIssued
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Redeemed shares (in shares) (108,939)us-gaap_StockRedeemedOrCalledDuringPeriodShares         (108,939)us-gaap_StockRedeemedOrCalledDuringPeriodShares
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Balance (in shares) at Dec. 31, 2012       0us-gaap_SharesIssued
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Issuance of shares 52,000us-gaap_StockIssuedDuringPeriodValueNewIssues 100,000us-gaap_StockIssuedDuringPeriodValueNewIssues
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Noncontrolling Interest Contribution 293,000us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest                     293,000us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest
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Distributions (8,755,000)us-gaap_DividendsCommonStockCash           (5,985,000)us-gaap_DividendsCommonStockCash
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Balance at Dec. 31, 2014 $ 142,705,000us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest     $ 0us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest
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XML 103 R10.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions
 12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Acquisitions
4. Acquisitions
 
2014 Acquisitions
 
Compass on the Bay
 
On April 4, 2014, through wholly-owned subsidiaries, we acquired a 95% interest in a joint venture entity that will own Compass on the Bay, located in Boston, MA. Compass on the Bay has a total of 56 beds in 39 units, which are dedicated to both assisted living and memory care. Senior Living Residences, LLC and its affiliates (collectively, “SLR”), which is not affiliated with us, is our joint venture partner in the $11.7 million transaction. Prior to the completion of this transaction, Compass on the Bay was owned by SLR and a third-party entity. SLR specializes in the acquisition, development and management of senior housing communities.
 
St. Andrews Village
 
On August 20, 2014, through a wholly-owned subsidiary, we acquired real estate property (“St. Andrews Village”) from ERB PROPCO SAV, LLC, which is not affiliated with us, for a purchase price of $42.5 million plus closing costs and expenses. St. Andrews Village is a senior living community that consists of 146 independent living units, 60 assisted living units, and 40 skilled nursing facility units in Aurora, Colorado. St. Andrews Village is leased to ERB OPCO SAV, LLC under the terms of a net lease with an initial term of 10 years.
 
Live Oaks Village of Hammond and Slidell
 
On November 14, 2014, through a wholly-owned subsidiary, we acquired real estate property (“Live Oaks”) from CBC Slidell, LLC, CBC Hammond, LLC, Slidell Senior Living, LLC and Hammond Senior Living, LLC (collectively, the “Sellers”), none of which are affiliated with us or our Advisor, for an approximate purchase price of $12.7 million. The Live Oak Portfolio consists of two assisted living and memory care facilities (“Hammond” and “Slidell”) with a total of 94 units, located in Louisiana. After the transaction occurred, we transitioned the Portfolio management to SRI Management, LLC (“Superior Residences” or “Superior”), which is not affiliated with us. 
 
Spring Village at Wildewood
 
On November 24, 2014, through a wholly-owned subsidiary, we acquired real estate property (“Spring Village at Wildewood” or “Wildewood”) from Wildewood Operating Company, LLC, which is not affiliated with us, for a purchase price of $9.65 million. Wildewood received its Certificate of Occupancy in May 2014 and opened later that month in California, Maryland. The senior housing facility has a total of 48 units dedicated to both assisted living and memory care. We entered into a management agreement with Woodbine Senior Living (“Woodbine”) to operate Wildewood. Woodbine currently manages Floral Vale and Forestview, and the properties have been full for the past several years. 
 
Gables of Hudson
 
On December 18, 2014, through wholly owned subsidiaries, we acquired real estate property (“Gables of Hudson”) from Great-Hudson, LLC, and Gables-Hudson, LLC (collectively, the “Sellers”), none of which are affiliated with us or our Advisor, for a net approximate purchase price of $16.75 million. Gables of Hudson has a total of 114 beds in 112 units, which are dedicated to both assisted living and memory care located in Hudson, Ohio. Prior to the completion of this transaction, Gables of Hudson was owned and operated by Gables Management Company, Inc. (“Gables Management”). We will retain Gables Management on a fee basis to operate Gables of Hudson, which will result in a new operator relationship for the REIT.
 
Sumter Place
 
On December 31, 2014, through a wholly-owned subsidiary, we acquired real estate (“Sumter Place”) from Retirement One, LLC, which is not affiliated with us, for a purchase price of $48.5 million. Sumter Place is a senior living community that consists of 148 units dedicated to both assisted living and memory care in The Villages, Florida. The current manager of the Portfolio is KR Management.
 
The following summary provides the allocation of the acquired assets and liabilities for the above acquisitions as of the acquisition date. We have accounted for the acquisitions as business combinations under GAAP. Under business combination accounting, the assets and liabilities of the acquired properties were recorded as of the acquisition date, at their respective fair values, and consolidated in our financial statements. The details of the purchase prices of the acquired properties are set forth below:
 
 
 
Sumter Place
 
 
Gables of Hudson
 
 
The Villages at
Wildewood
 
 
Live Oaks Village
of Hammond
 
 
Live Oaks Village
of Slidell
 
 
St. Andrews
Village
 
 
Compass on the
Bay
 
Land
 
$
-
 
 
$
974,000
 
 
$
683,000
 
 
$
694,000
 
 
$
476,000
 
 
$
5,351,000
 
 
$
5,551,000
 
Buildings and improvements
 
 
46,013,000
 
 
 
15,363,000
 
 
 
8,451,000
 
 
 
5,619,000
 
 
 
4,547,000
 
 
 
35,444,000
 
 
 
4,825,000
 
Furniture, fixtures and vehicles
 
 
1,454,000
 
 
 
1,101,000
 
 
 
455,000
 
 
 
235,000
 
 
 
273,000
 
 
 
1,121,000
 
 
 
392,000
 
Intangible assets
 
 
2,007,000
 
 
 
1,089,000
 
 
 
61,000
 
 
 
437,000
 
 
 
419,000
 
 
 
584,000
 
 
 
652,000
 
Intangible liability (1)
 
 
(974,000
)
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Contingent Liability (2)
 
 
-
 
 
 
(1,777,000
)
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Real estate acquisition
 
$
48,500,000
 
 
$
16,750,000
 
 
$
9,650,000
 
 
$
6,985,000
 
 
$
5,715,000
 
 
$
42,500,000
 
 
$
11,420,000
 
Acquisition expenses
 
$
703,000
 
 
$
272,000
 
 
$
340,000
 
 
$
151,000
 
 
$
127,000
 
 
$
704,000
 
 
$
289,000
 
 
(1)
This balance represents the fair value of the above market ground lease associated with the land in the Sumter Place acquisition.
 
(2)
This balance represents an earnout liability the sellers of Gables of Hudson are entitled to based on a net operating income threshold. The earliest period of the earnout will be twelve months after the acquisition date and will expire (if not achieved) 36 months after close.
 
The following unaudited pro forma information for the years ended December 31, 2014 and 2013 have been prepared to reflect the incremental effect of the 2014 acquisitions as if such acquisitions had occurred on January 1, 2013. We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.
 
 
 
Year Ended
 
 
Year Ended
 
 
 
December 31, 2014
 
 
December 31, 2013
 
Revenues
 
$
97,204,000
 
 
$
78,045,000
 
Net (loss) income
 
$
(1,519,000
)
 
$
3,003,000
 
Basic and diluted net (loss) income per common share attributable to common stockholders
 
$
(0.12
)
 
$
0.24
 
 
The Company recorded revenues of $2.5 million and a net loss of $0.6 million for the twelve month period ended December 31, 2014 for the Compass on the Bay acquisition.
 
The Company recorded revenues of $1.6 million and a net loss of $0.1 million for the twelve month period ended December 31, 2014 for the St. Andrews Village acquisition.
 
The remaining five entities that were acquired in the fourth quarter of 2014 recorded net revenues of $0.9 million and a net loss of $0.3 million for the twelve month period ended December 31, 2014.
  
2013 Acquisitions
 
Woodbury Mews
 
On October 21, 2013, through wholly-owned subsidiaries, we acquired real estate property (“Woodbury Mews”) from Three WM Real Estate, LLC, Three WM Operating, LLC, Four WM Real Estate, LLC and Four WM Operating, none of which are affiliated with us, for a purchase price of $38.1 million. Woodbury Mews consists of a 129-unit independent living facility, a 98-unit assisted living facility, and four undeveloped land parcels located in Woodbury, New Jersey. We funded the purchase of Woodbury Mews with proceeds from the sale of Series C Preferred Stock and Series B Preferred Units to the Investor, as described in Note 13, and with proceeds from a mortgage loan from KeyBank National Association, Inc., as described in Note 7.
 
 
Standish Village Joint Venture
 
On December 6, 2013, through wholly-owned subsidiaries, we invested approximately $5.1 million to acquire 95% of the respective equity interests in Sentio SLR Boston Portfolio, LLC (“Landlord LLC”) and Sentio SLR Boston TRS Portfolio, LLC (“Tenant LLC”) (collectively, we refer to the Landlord LLC and the Tenant LLC as the “SLR Joint Venture”). Landlord LLC, through its wholly-owned subsidiary, indirectly owns 100% of Standish Village. Standish Village has a total of 108 beds in 85 units, which are dedicated to both assisted living and memory care. Tenant LLC owns 100% of the tenant entity that operates the Standish Village licensed community residential care facility. Oaktree SLR, LLC, a Senior Living Residences (“SLR”) affiliate, invested approximately $0.3 million to acquire the remaining 5% equity interests in Landlord LLC and Tenant LLC. As a result of the structure described above, the Company controls Landlord LLC and Tenant LLC and consolidates these entities. We funded the purchase of our interest in the SLR Joint Venture with proceeds from the sale of Series B Preferred Units to the Investor as described in Note 13, and with proceeds from a mortgage loan from CBRE Capital Markets, Inc. as described in Note 7.
 
The following summary provides the allocation of the acquired assets and liabilities as of the acquisition date. We have accounted for the acquisitions as business combinations under GAAP. Under business combination accounting, the assets and liabilities of the acquired properties were recorded as of the acquisition date, at their respective fair values, and consolidated in our financial statements. The details of the purchase prices of the acquired properties are set forth below:
 
 
 
Woodbury Mews
 
 
Standish Village
 
Land
 
$
2,267,000
 
 
$
3,100,000
 
Buildings and improvements
 
 
28,754,000
 
 
 
10,639,000
 
Furniture, fixtures and vehicles
 
 
1,366,000
 
 
 
790,000
 
Intangible assets
 
 
5,739,000
 
 
 
1,021,000
 
Real estate acquisition
 
$
38,126,000
 
 
$
15,550,000
 
Acquisition expenses
 
$
1,094,000
 
 
$
326,000
 
 
The following unaudited pro forma information for the years ended December 31, 2013 and 2012 have been prepared to reflect the incremental effect of the Woodbury Mews and the Standish Village acquisitions as if such acquisitions had occurred on January 1, 2012. We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.
 
 
 
Year ended
 
 
Year ended
 
 
 
December 31, 2013
 
 
December 31, 2012
 
Revenues
 
$
73,607,000
 
 
$
61,809,000
 
Net income (loss)
 
$
2,713,000
 
 
$
(886,000
)
Basic and diluted net income (loss) per common share attributable to common stockholders
 
$
0.21
 
 
$
(0.07
)
 
The Company recorded revenues of $1.7 million and net loss of $1.5 million for the year ended December 31, 2013, for the Woodbury Mews acquisition.
 
The Company recorded revenues of $0.3 million and a net loss of $0.4 million for the year ended December 31, 2013, for the Standish Village acquisition.
XML 104 R58.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Reporting (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Investments in real estate:        
Total reportable segments $ 369,069,000us-gaap_RealEstateInvestmentPropertyNet $ 235,219,000us-gaap_RealEstateInvestmentPropertyNet    
Reconciliation to consolidated assets:        
Cash and cash equivalents 35,564,000us-gaap_CashAndCashEquivalentsAtCarryingValue 21,792,000us-gaap_CashAndCashEquivalentsAtCarryingValue 21,507,000us-gaap_CashAndCashEquivalentsAtCarryingValue 27,972,000us-gaap_CashAndCashEquivalentsAtCarryingValue
Deferred financing costs, net 3,338,000us-gaap_DeferredFinanceCostsNet 1,966,000us-gaap_DeferredFinanceCostsNet    
Investment in unconsolidated entities 5,146,000us-gaap_EquityMethodInvestmentAggregateCost 1,297,000us-gaap_EquityMethodInvestmentAggregateCost    
Tenant and other receivables, net 4,037,000us-gaap_AccountsAndNotesReceivableNet 3,204,000us-gaap_AccountsAndNotesReceivableNet    
Deferred costs and other assets 5,554,000us-gaap_DeferredCostsLeasingNet 3,469,000us-gaap_DeferredCostsLeasingNet    
Restricted cash 5,161,000us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue 3,930,000us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue    
Goodwill 5,965,000us-gaap_Goodwill 5,965,000us-gaap_Goodwill    
Total assets 433,834,000us-gaap_Assets 276,842,000us-gaap_Assets    
Senior living operations [Member]        
Investments in real estate:        
Total reportable segments 278,880,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_StatementBusinessSegmentsAxis
= ck0001378774_SeniorLivingOperationsMember		 185,116,000us-gaap_RealEstateInvestmentPropertyNet
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Reconciliation to consolidated assets:        
Goodwill 6,000,000us-gaap_Goodwill
/ us-gaap_StatementBusinessSegmentsAxis
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/ us-gaap_StatementBusinessSegmentsAxis
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Triple-net leased properties [Member]        
Investments in real estate:        
Total reportable segments 82,648,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_StatementBusinessSegmentsAxis
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Medical office building [Member]        
Investments in real estate:        
Total reportable segments $ 7,541,000us-gaap_RealEstateInvestmentPropertyNet
/ us-gaap_StatementBusinessSegmentsAxis
= us-gaap_OfficeBuildingMember		 $ 7,855,000us-gaap_RealEstateInvestmentPropertyNet
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Subsequent Events (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified
 0 Months Ended
Jan. 15, 2015
Jan. 16, 2015
Feb. 06, 2015
Dec. 31, 2014
Subsequent Event [Line Items]        
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate       57.00%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Payments to Acquire Interest in Joint Venture $ 41.9us-gaap_PaymentsToAcquireInterestInJointVenture
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember		      
Preferred Stock Convertible Into Common Stock   1,546,906ck0001378774_PreferredStockConvertibleIntoCommonStock
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember		    
Stock Issuable Under Purchase Agreement   220,580ck0001378774_StockIssuableUnderPurchaseAgreement
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember		    
Subsequent Event [Member] | Georgetown Loan [Member]        
Subsequent Event [Line Items]        
Percentage Of Origination Fee Of Loan 1.00%ck0001378774_PercentageOfOriginationFeeOfLoan
/ us-gaap_MortgageLoansOnRealEstateDescriptionTypeOfPropertyAxis
= ck0001378774_GeorgetownLoanMember
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember		      
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate 7.90%us-gaap_LongTermDebtPercentageBearingFixedInterestRate
/ us-gaap_MortgageLoansOnRealEstateDescriptionTypeOfPropertyAxis
= ck0001378774_GeorgetownLoanMember
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= us-gaap_SubsequentEventMember		      
Subsequent Event [Member] | Sumter Grand [Member]        
Subsequent Event [Line Items]        
Payments to Acquire Real Estate     $ 31.5us-gaap_PaymentsToAcquireRealEstate
/ us-gaap_MortgageLoansOnRealEstateDescriptionTypeOfPropertyAxis
= ck0001378774_SumterGrandMember
/ us-gaap_SubsequentEventTypeAxis
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Subsequent Event [Member] | Series B Preferred Stock [Member]        
Subsequent Event [Line Items]        
Stock Issued During Period, Shares, New Issues   155,000us-gaap_StockIssuedDuringPeriodSharesNewIssues
/ us-gaap_StatementClassOfStockAxis
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Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2014
Business Acquisition [Line Items]  
Schedule of Business Acquisitions, by Acquisition
The details of the purchase prices of the acquired properties are set forth below:
 
 
 
Sumter Place
 
Gables of Hudson
 
The Villages at
Wildewood
 
Live Oaks Village
of Hammond
 
Live Oaks Village
of Slidell
 
St. Andrews
Village
 
Compass on the
Bay
 
Land
 
$
-
 
$
974,000
 
$
683,000
 
$
694,000
 
$
476,000
 
$
5,351,000
 
$
5,551,000
 
Buildings and improvements
 
 
46,013,000
 
 
15,363,000
 
 
8,451,000
 
 
5,619,000
 
 
4,547,000
 
 
35,444,000
 
 
4,825,000
 
Furniture, fixtures and vehicles
 
 
1,454,000
 
 
1,101,000
 
 
455,000
 
 
235,000
 
 
273,000
 
 
1,121,000
 
 
392,000
 
Intangible assets
 
 
2,007,000
 
 
1,089,000
 
 
61,000
 
 
437,000
 
 
419,000
 
 
584,000
 
 
652,000
 
Intangible liability (1)
 
 
(974,000)
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Contingent Liability (2)
 
 
-
 
 
(1,777,000)
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Real estate acquisition
 
$
48,500,000
 
$
16,750,000
 
$
9,650,000
 
$
6,985,000
 
$
5,715,000
 
$
42,500,000
 
$
11,420,000
 
Acquisition expenses
 
$
703,000
 
$
272,000
 
$
340,000
 
$
151,000
 
$
127,000
 
$
704,000
 
$
289,000
 
 
(1)
This balance represents the fair value of the above market ground lease associated with the land in the Sumter Place acquisition.
 
(2)
This balance represents an earnout liability the sellers of Gables of Hudson are entitled to based on a net operating income threshold. The earliest period of the earnout will be twelve months after the acquisition date and will expire (if not achieved) 36 months after close.
2014 Acquisitions  
Business Acquisition [Line Items]  
Business Acquisition, Pro Forma Information
We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.
  
 
 
Year Ended
 
Year Ended
 
 
 
December 31, 2014
 
December 31, 2013
 
Revenues
 
$
97,204,000
 
$
78,045,000
 
Net (loss) income
 
$
(1,519,000)
 
$
3,003,000
 
Basic and diluted net (loss) income per common share attributable to common stockholders
 
$
(0.12)
 
$
0.24
 
2013 Acquisitions  
Business Acquisition [Line Items]  
Schedule of Business Acquisitions, by Acquisition
The details of the purchase prices of the acquired properties are set forth below:
 
 
 
Woodbury Mews
 
Standish Village
 
Land
 
$
2,267,000
 
$
3,100,000
 
Buildings and improvements
 
 
28,754,000
 
 
10,639,000
 
Furniture, fixtures and vehicles
 
 
1,366,000
 
 
790,000
 
Intangible assets
 
 
5,739,000
 
 
1,021,000
 
Real estate acquisition
 
$
38,126,000
 
$
15,550,000
 
Acquisition expenses
 
$
1,094,000
 
$
326,000
 
Business Acquisition, Pro Forma Information
We have not adjusted the pro forma information for any items that may be directly attributable to the business combination or non-recurring in nature.
 
 
 
Year ended
 
Year ended
 
 
 
December 31, 2013
 
December 31, 2012
 
Revenues
 
$
73,607,000
 
$
61,809,000
 
Net income (loss)
 
$
2,713,000
 
$
(886,000)
 
Basic and diluted net income (loss) per common share attributable to common stockholders
 
$
0.21
 
$
(0.07)
 
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Process Flow-Through: 102 - Statement - CONSOLIDATED BALANCE SHEETS Process Flow-Through: Removing column 'Dec. 31, 2012' Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: 103 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Process Flow-Through: 104 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Process Flow-Through: Removing column '1 Months Ended Apr. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2014' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2014' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: 106 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Process Flow-Through: 125 - Statement - Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION ck0001378774-20141231.xml ck0001378774-20141231.xsd ck0001378774-20141231_cal.xml ck0001378774-20141231_def.xml ck0001378774-20141231_lab.xml ck0001378774-20141231_pre.xml true true XML 108 R38.htm IDEA: XBRL DOCUMENT v2.4.1.9
Summary of Significant Accounting Policies (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Provision For Doubtful Accounts $ 276,000us-gaap_ProvisionForDoubtfulAccounts $ 50,000us-gaap_ProvisionForDoubtfulAccounts $ 51,000us-gaap_ProvisionForDoubtfulAccounts
Percentage Of Taxable Income From Prohibited Transaction 100.00%ck0001378774_PercentageOfTaxableIncomeFromProhibitedTransaction    
Maximum [Member]      
Property, Plant and Equipment, Useful Life 39 years    
Minimum [Member]      
Property, Plant and Equipment, Useful Life 15 years    
Series B Preferred Stock [Member]      
Investments $ 94,700,000us-gaap_Investments
/ us-gaap_StatementClassOfStockAxis
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Earnings Per Share
 12 Months Ended
Dec. 31, 2014
Earnings Per Share [Abstract]  
Earnings Per Share
14. Earnings Per Share
 
We report earnings (loss) per share pursuant to ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of our common stock outstanding during the period. Diluted earnings (loss) per share are computed based on the weighted average number of shares of our common stock and all potentially dilutive securities, if any. The Series B Preferred Units give rise to potentially dilutive securities of our common stock. As of December 31, 2014, 2013, and 2012, there were 946,560, 193,000, and 0, respectively, Series B Preferred Units outstanding, but such units were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods.

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I`P!D;V-0 XML 36 R70.htm IDEA: XBRL DOCUMENT v2.4.1.9
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances $ 276,425,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 42,266,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 325,497,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 2,361,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 42,266,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 327,858,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements [1]    
SEC Schedule III, Real Estate, Gross 370,124,000us-gaap_RealEstateGrossAtCarryingValue [1] 235,280,000us-gaap_RealEstateGrossAtCarryingValue 190,189,000us-gaap_RealEstateGrossAtCarryingValue
SEC Schedule III, Real Estate Accumulated Depreciation 21,070,000us-gaap_RealEstateAccumulatedDepreciation [1],[2] 14,225,000us-gaap_RealEstateAccumulatedDepreciation 9,151,000us-gaap_RealEstateAccumulatedDepreciation
Amber Glen [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 8,377,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 546,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 11,874,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 16,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 546,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 11,890,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		 [1]    
SEC Schedule III, Real Estate, Gross 12,436,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 731,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_AmberGlenMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2006    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012    
Caruth Haven Court [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 9,417,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 4,256,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 13,986,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 415,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 4,256,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 14,401,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		 [1]    
SEC Schedule III, Real Estate, Gross 18,657,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 2,366,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CaruthHavenCourtMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1999    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Jan. 22, 2009    
Oaks Bradenton [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 3,936,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 390,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 2,818,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 119,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 390,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 2,937,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]    
SEC Schedule III, Real Estate, Gross 3,327,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 448,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OaksBradentonMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1996    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired May 01, 2009    
GreenTree [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 3,714,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 714,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 3,717,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 87,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 714,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 3,804,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		 [1]    
SEC Schedule III, Real Estate, Gross 4,518,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 529,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GreentreeMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1998    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 30, 2009    
Mesa Vista Inn Health Center [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 10,000,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 2,010,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,430,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 1,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 2,010,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,431,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		 [1]    
SEC Schedule III, Real Estate, Gross 12,441,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,371,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MesaVistaInnHealthCenterMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2008    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 31, 2009    
Mill Creek [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 8,086,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 825,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,503,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 1,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 825,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,504,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		 [1]    
SEC Schedule III, Real Estate, Gross 11,329,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 639,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_MillCreekMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2006    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012    
Rome LTACH Project [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 12,747,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 0us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 18,202,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 0us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 18,202,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		 [1]    
SEC Schedule III, Real Estate, Gross 18,202,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 2,366,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RomeLtachProjectMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2011    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Jan. 12, 2010    
Sugar Creek [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 7,589,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 567,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,473,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 9,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 567,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,482,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		 [1]    
SEC Schedule III, Real Estate, Gross 11,049,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 658,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SugarCreekMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2007    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012    
Oakleaf Village at Lexington [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 12,275,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,767,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,768,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 126,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,767,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,894,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		 [1]    
SEC Schedule III, Real Estate, Gross 12,661,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,387,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtLexingtonMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1999    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Apr. 30, 2010    
Oakleaf Village at Greenville [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 7,209,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,351,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 9,770,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 166,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,351,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 9,936,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		 [1]    
SEC Schedule III, Real Estate, Gross 11,287,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,254,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_OakleafVillageAtGreenvilleMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2001    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Apr. 30, 2010    
Global Rehab Inpatient Rehab Facility [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 7,136,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 2,004,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,368,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 2,004,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,368,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		 [1]    
SEC Schedule III, Real Estate, Gross 12,372,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,213,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GlobalRehabInpatientRehabFacilityMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2008    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Aug. 19, 2010    
Terrace At Mountain Creek [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 8,433,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,880,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 6,070,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 413,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,880,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 6,483,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]    
SEC Schedule III, Real Estate, Gross 8,363,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 822,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_TerraceAtMountainCreekMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1995    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Sep. 03, 2010    
Hedgcoxe [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 5,407,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,580,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 6,388,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 66,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,580,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 6,454,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		 [1]    
SEC Schedule III, Real Estate, Gross 8,034,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 871,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HedgcoxeMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2008    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010    
Hudson Creek [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 7,753,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 543,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,053,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 1,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 543,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,054,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		 [1]    
SEC Schedule III, Real Estate, Gross 10,597,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 631,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_HudsonCreekMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2006    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Aug. 31, 2012    
River's Edge of Yardley [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 6,247,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 860,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 3,010,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 302,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 860,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 3,312,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		 [1]    
SEC Schedule III, Real Estate, Gross 4,172,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 420,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_RiversEdgeOfYardleyMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1996    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010    
Carriage Court Of Hilliard [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 13,273,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,580,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 12,180,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 128,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,580,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 12,308,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]    
SEC Schedule III, Real Estate, Gross 13,888,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,375,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CarriageCourtOfHilliardMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1998    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 22, 2010    
Forestview Manor [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 8,433,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,320,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 8,035,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 145,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,320,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 8,180,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		 [1]    
SEC Schedule III, Real Estate, Gross 9,500,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,074,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_ForestviewManorMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2002    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Jan. 14, 2011    
Woodland Terrace at the Oaks [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 8,995,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 1,000,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 7,148,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 190,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 1,000,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 7,338,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		 [1]    
SEC Schedule III, Real Estate, Gross 8,338,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 798,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodlandTerraceAtOaksMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1996    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Apr. 14, 2011    
Woodbury Mews Portfolio [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 24,889,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 2,267,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 28,754,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 61,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 2,267,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 28,815,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		 [1]    
SEC Schedule III, Real Estate, Gross 31,082,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 1,199,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_WoodburyMewsPortfolioMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2003    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Oct. 21, 2013    
Standish Village [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 10,885,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 3,101,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 10,639,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 96,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 3,101,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 10,735,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1]    
SEC Schedule III, Real Estate, Gross 13,836,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 409,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StandishVillageMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1994    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 06, 2013    
St. Andrews Villages [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 30,205,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 5,351,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 35,445,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 5,351,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 35,445,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		 [1]    
SEC Schedule III, Real Estate, Gross 40,796,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 358,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_StAndrewsVillagesMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2006    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Aug. 20, 2014    
Live Oaks Village of Hammonds [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 4,550,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 686,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 5,550,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 686,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 5,550,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		 [1]    
SEC Schedule III, Real Estate, Gross 6,236,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 19,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfHammondsMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 1999    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Nov. 14, 2014    
Live Oaks Village of Slidell [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 3,700,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 460,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 4,662,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 460,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 4,662,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		 [1]    
SEC Schedule III, Real Estate, Gross 5,122,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 17,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_LiveOaksVillageOfSlidellMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2000    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Nov. 14, 2014    
Spring Village at Wildewood [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 6,410,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 683,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 8,451,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 683,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 8,451,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1]    
SEC Schedule III, Real Estate, Gross 9,134,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 17,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SpringVillageAtWildewoodMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2014    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Nov. 21, 2014    
Gables of Hudson [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 11,375,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 974,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 15,364,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 974,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 15,364,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		 [1]    
SEC Schedule III, Real Estate, Gross 16,338,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 12,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_GablesOfHudsonMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2013    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 18, 2014    
Sumter Place [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 28,860,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 0us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 46,014,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 0us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 0us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 46,014,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		 [1]    
SEC Schedule III, Real Estate, Gross 46,014,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation 0us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_SumterPlaceMember		 [1],[2]    
Real Estate And Accumulated Depreciation Year Of Construction 2012    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Dec. 31, 2014    
Compass on the Bay [Member]      
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]      
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances 6,524,000us-gaap_RealEstateAndAccumulatedDepreciationAmountOfEncumbrances
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land 5,551,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements 4,825,000us-gaap_RealEstateAndAccumulatedDepreciationInitialCostOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs 19,000us-gaap_RealEstateAndAccumulatedDepreciationCostsCapitalizedSubsequentToAcquisitionCarryingCosts
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Land 5,551,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfLand
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		 [1]    
SEC Schedule III, Real Estate and Accumulated Depreciation, Carrying Amount of Buildings and Improvements 4,844,000us-gaap_RealEstateAndAccumulatedDepreciationCarryingAmountOfBuildingsAndImprovements
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		 [1]    
SEC Schedule III, Real Estate, Gross 10,395,000us-gaap_RealEstateGrossAtCarryingValue
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		 [1]    
SEC Schedule III, Real Estate Accumulated Depreciation $ 86,000us-gaap_RealEstateAccumulatedDepreciation
/ us-gaap_RealEstatePropertiesAxis
= ck0001378774_CompassOnBayMember		 [1]    
Real Estate And Accumulated Depreciation Year Of Construction 1960    
SEC Schedule III, Real Estate and Accumulated Depreciation, Date Acquired Apr. 04, 2014    
[1] The aggregate cost of real estate for federal income tax purposes was $390.0 million.
[2] Please see Note 3 to our consolidated financial statements for information regarding useful lives used for depreciation and amortization.

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