8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2014

NORTHSTAR HEALTHCARE INCOME, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland (State or Other Jurisdiction of Incorporation or Organization)  000-55190 (Commission File Number) 27-3663988  (IRS Employer Identification No.)

399 Park Avenue, 18th Floor, New York, NY 10022

(Address of Principal Executive Offices, Including Zip Code)

(212) 547-2600

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On September 12, 2014, NorthStar Healthcare Income, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) disclosing the Company’s acquisition, through a subsidiary of its operating partnership, of a 570-unit portfolio of four senior living facilities located in Long Island, New York (the “Arbors Portfolio”) for a purchase price of $125.0 million, plus closing costs. Each facility in the Arbors Portfolio is 100% leased to Arcadia Management, Inc. (“Arcadia”) pursuant to a 15-year, cross-defaulted net lease, whereby the tenant, Arcadia, is responsible for substantially all of the operating expenses at each facility. This Amendment No. 1 to the Form 8-K is being filed to provide additional financial information in connection with such acquisition.

Item 9.01 Financial Statements and Exhibits.

The Form 8-K is hereby amended to include the following financial information.

(a) Financial Statements of Businesses Acquired.

Audited financial statements of Five Long Island Properties, LLC as of and for the years ended December 31, 2013 and 2012 and independent auditor’s report are attached as Exhibit 99.1 hereto and are incorporated by reference herein.

Unaudited condensed financial statements of Five Long Island Properties, LLC as of and for the six months ended June 30, 2014 and 2013 are attached as Exhibit 99.2 hereto and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The pro forma financial information required pursuant to Article 11 of Regulation S-X is attached as Exhibit 99.3 hereto and is incorporated by reference herein.

(d) Exhibits.

Exhibit No.	Description
99.1	Audited financial statements of Five Long Island Properties, LLC as of and for the years ended December 31, 2013 and 2012
99.2	Unaudited condensed financial statements of Five Long Island Properties, LLC as of and for the six months ended June 30, 2014 and 2013
99.3	Pro forma financial information of NorthStar Healthcare Income, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	NorthStar Healthcare Income, Inc.
Date: October 2, 2014	By:	/s/ Ronald J. Lieberman
		Ronald J. Lieberman
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Audited financial statements of Five Long Island Properties, LLC as of and for the years ended December 31, 2013 and 2012
99.2	Unaudited condensed financial statements of Five Long Island Properties, LLC as of and for the six months ended June 30, 2014 and 2013
99.3	Pro forma financial information of NorthStar Healthcare Income, Inc.

EX-99.1

FIVE LONG ISLAND PROPERTIES, LLC FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

FIVE LONG ISLAND PROPERTIES, LLC FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 TABLE OF CONTENTS Independent Auditors’ Report on Financial Statements ................................................................... 1 Audited Financial Statements Statements of Financial Position ........................................................................................................... 2 Statements of Operations ....................................................................................................................... 3 Statements of Member’s Equity ............................................................................................................ 4 Statements of Cash Flows ...................................................................................................................... 5 Notes to the Financial Statements ......................................................................................................... 6

INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS Member of Five Long Island Properties, LLC We have audited the accompanying financial statements of Five Long Island Properties, LLC (the “Company”) which comprise the statements of financial position as of December 31, 2013 and 2012, and the related statements of operations, member’s equity, and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the changes in its member’s equity and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Bohemia, New York March 28, 2014

DECEMBER 31, 2013 2012 Current Assets: 2,862,391$ 1,530,037$ 196,745 221,061 1,483,755 1,074,844 TOTAL CURRENT ASSETS 4,542,891 2,825,942 50,532,566 50,893,477 TOTAL ASSETS 55,075,457$ 53,719,419$ Current Liabilities: 3,463,389$ 3,451,447$ 636,649 - TOTAL LIABILITIES 4,100,038 3,451,447 Commitments and contingencies (Notes 4, 5, and 6) Member's Equity 47,315,645 47,315,645 3,659,774 2,952,327 TOTAL MEMBER'S EQUITY 50,975,419 50,267,972 TOTAL LIABILITIES AND MEMBER'S EQUITY 55,075,457$ 53,719,419$ The accompanying notes are an integral part of these financial statements. -2- FIVE LONG ISLAND PROPERTIES, LLC Cash and cash equivalents………………………………………… Accounts receivable, net…………………………………………… Prepaid expenses…………………………………………………… LIABILITIES AND MEMBER'S EQUITY Property and equipment, net of accumulated depreciation (Note 3)…………………………… Accounts payable and accrued expenses ………………………… Deferred revenue…………………………………………………… Capital contributions………………………………………………… Undistributed earnings……………………………………………… STATEMENTS OF FINANCIAL POSITION ASSETS

FOR THE YEARS ENDED DECEMBER 31, 2013 2012 REVENUE 30,176,041$ 28,891,507$ 27,032 29,737 TOTAL REVENUE 30,203,073 28,921,244 OPERATING EXPENSES 11,186,179 11,567,123 2,171,061 2,058,193 1,344,596 1,284,646 1,380,822 1,177,128 1,506,913 1,422,786 1,345,633 1,287,316 476,322 549,617 190,366 246,236 501,568 523,677 31,996 96,650 124,000 130,274 177,632 169,516 99,244 82,675 110,254 109,972 74,049 66,071 85,590 90,704 29,572 33,767 12,346 11,272 26,235 28,781 1,240 823 100,947 49,887 29,643 25,405 65 845 141,982 56,778 TOTAL OPERATING EXPENSES 21,148,255 21,070,142 NET OPERATING INCOME 9,054,818 7,851,102 NON-OPERATING INCOME/(EXPENSES) (1,842,371) (1,739,584) 56,068 2,053,790 (505,000) (1,450,000) NET NON-OPERATING EXPENSES (2,291,303) (1,135,794) NET INCOME 6,763,515$ 6,715,308$ The accompanying notes are an integral part of these financial statements. -3- Bank charges………………………………………………………… Housekeeping supplies……………………………………………… Credit card fees……………………………………………………… Other non-operating expenses……………………………………… Depreciation (Note 3)……………………………………………… Management fees (Note 6)………………………………………… Miscellaneous expenses…………………………………………… Medical supplies…………………………………………………… Maintenance contracts……………………………………………… Recreation…………………………………………………………… Minor equipment and related……………………………………… Real estate taxes …………………………………………………… Temporary help……………………………………………………… Food…………………………………………………………………… Insurance……………………………………………………………… Bad debts……………………………………………………………… Advertising and marketing………………………………………… Dues and subscriptions……………………………………………… Office supplies……………………………………………………… Repairs and maintenance…………………………………………… Kitchen supplies……………………………………………………… Professional fees……………………………………………………… Vehicle-related……………………………………………………… Refund of real estate taxes (Note 5)……………………………… FIVE LONG ISLAND PROPERTIES, LLC Salaries………………………………………………………………… Miscellaneous revenue……………………………………………… STATEMENTS OF OPERATIONS Sales…………………………………………………………………… Payroll taxes and employee benefits……………………………… Utilities………………………………………………………………

Capital Undistributed Total Member's Contributions Earnings Equity 47,315,645$ 4,074,450$ 51,390,095$ - 6,715,308 6,715,308 - (7,837,431) (7,837,431) 47,315,645$ 2,952,327$ 50,267,972$ -$ 6,763,515$ 6,763,515$ - (6,056,068) (6,056,068) 47,315,645$ 3,659,774$ 50,975,419$ The accompanying notes are an integral part of these financial statements. -4- Net income……………………………………… Member distributions………………………… End of year - December 31, 2013……………… FIVE LONG ISLAND PROPERTIES, LLC STATEMENTS OF MEMBER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 End of year - December 31, 2012……………… Beginning of year - January 1, 2012…………… Net income……………………………………… Member distributions…………………………

FOR THE YEARS ENDED DECEMBER 31, 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES: 6,763,515$ 6,715,308$ Adjustments to reconcile net income to net cash provided by operating activities: 1,842,371 1,739,584 31,996 96,650 Changes in operating assets and liabilities: (7,680) (190,618) - 71,458 (408,911) (71,517) 11,942 468,273 636,649 (448,679) NET CASH PROVIDED BY OPERATING ACTIVITIES 8,869,882 8,380,459 CASH FLOWS USED IN INVESTING ACTIVITIES: (1,481,460) (2,027,944) CASH FLOWS USED IN FINANCING ACTIVITIES: (6,056,068) (7,837,431) NET CHANGE IN CASH 1,332,354 (1,484,916) 1,530,037 3,014,953 2,862,391$ 1,530,037$ The accompanying notes are an integral part of these financial statements. -5- Prepaid expenses……………………………………………… Depreciation…………………………………………………… STATEMENTS OF CASH FLOWS Net income…………………………………………………………… FIVE LONG ISLAND PROPERTIES, LLC Due from management company…………………………… Bad debts………………………………………………………… Accounts receivable…………………………………………… Accounts payable and accrued expenses…………………… Capital expenditures for property and equipment……………… Cash and cash equivalents, end of year………………………………… Cash and cash equivalents, beginning of year………………………… Member distributions……………………………………………… Deferred revenue………………………………………………

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 -6- NOTE 1 – BUSINESS OVERVIEW This summary of significant accounting policies of Five Long Island Properties, LLC (the “Company”) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Nature of Business Arcadia Management Inc. (“Arcadia”) is the established New York State Department of Health- approved, licensed operator of the five assisted living facilities owned by the Company, located in Islandia (two locations), Hauppauge, Bohemia, and Westbury, New York, all of which are concentrated in Long Island, New York. These facilities, known as The Arbors at Islandia East, The Arbors at Islandia West, The Arbors at Hauppauge, The Arbors at Bohemia, and The Arbors at Westbury, are each licensed as adult homes approved to house up to two hundred senior residents needing or wanting supportive services. As the licensed operator, Arcadia is responsible for the day-to-day operations of these facilities in accordance with Articles 28, 36, and 40 of the Public Health Law and Article 7 of the Social Services Law. The goal of the Company and Arcadia is to foster independence of its senior residents while protecting their safety and welfare. Effective September 21, 2005, the Company contracted with Arcadia to perform essentially all managerial, operational, financial, and personnel functions for the Company’s facilities. Arcadia is paid a management fee, subject to contractual increases when certain performance goals are achieved. See Note 6 for further details. Income Taxes As a limited liability company, the Company’s taxable income or loss is allocated to its single member. Therefore, no provision or liability for income taxes has been included in the financial statements. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company reports its income and expenses on the accrual basis of accounting. Revenue is recorded when earned and expenses are recorded when incurred.

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 -7- NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $374,403 and $371,222 at December 31, 2013 and 2012, respectively. Property and Equipment Property and equipment are stated at original cost. Depreciation on owned and leased assets is computed using the straight-line method at rates based on the estimated useful lives (in years) of individual assets or classes of assets as follows: Buildings and building improvements ............ 39 Furniture and fixtures ........................................ 7 Equipment and vehicles ..................................... 5 Generally a half-year of depreciation is provided for in the years of acquisition and disposal. Repairs and maintenance are expensed as incurred and betterments in excess of $1,000 are capitalized. The related costs and accumulated depreciation or amortization of disposed assets are eliminated, and any gain or loss on disposition is included in income. Compensated Absences Employees of the Company are entitled to paid vacation depending on job classification, length of service, and other factors. At December 31, 2013 and 2012, the Company has included accrued vacation time as part of accounts payable and accrued expenses in the accompanying statements of financial position. Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements.

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 -8- NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition The Company recognizes revenues as earned. Amounts collected in advance of the period in which service is rendered are recorded as a liability (deferred revenue) in the accompanying statements of financial position. Substantially all revenue earned by the Company is derived from resident housing and related services. Advertising The Company uses advertising to promote its services among the markets it serves. The production costs of advertising are expensed as incurred. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the recorded amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Subsequent Events The Company has evaluated events and transactions that occurred between January 1, 2014 and March 28, 2014, which is the date the financial statements were available to be issued, for possible disclosure and recognition in the financial statements. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31,: 2013 2012 Land ...................................................................... $ 7,172,339 $ 7,172,339 Buildings and building improvements ............ 54,672,633 53,598,519 Furniture and fixtures ........................................ 1,004,609 840,005 Equipment ............................................................ 1,582,074 1,343,130 Vehicles ................................................................. 151,517 147,719 Total cost .............................................................. 64,583,172 63,101,712 Accumulated depreciation ................................. ( 14,050,606) ( 12,208,235) Property and equipment, net ............................ $ 50,532,566 $ 50,893,477

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 -9- NOTE 4 – DUE FROM MANAGEMENT COMPANY Prior to Arcadia contracting with the Company to manage the properties, certain costs related to Arcadia’s internal operations were paid by the Company. As of December 31, 2013 and 2012, no amounts were due to the Company from Arcadia. From time-to-time, certain other intercompany transactions take place. NOTE 5 – LEGAL MATTERS The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial position or results of operations of the Company. During the year ended December 31, 2012, the Company received refunds of real estate tax (net of related expenses) totaling approximately $2.1 million, while also reducing future annual real estate tax costs by approximately $478,000. NOTE 6 – MANAGEMENT FEES Per the management agreement between the Company and Arcadia, Arcadia is entitled to $35,000 per month for back office operations and $30,000 per month for its management fee. Upon signing an extension of the management agreement in September 2013 the monthly back office operations charge increased to $40,000. When net operating profit exceeds $300,000 for the three preceding months, the monthly management fee increases from $30,000 to 3% of revenue for the preceding month. Beginning with the year ended December 31, 2010, the Company and Arcadia agreed to interpret this as Arcadia being entitled to 3% of revenue when net operating profits exceeds $300,000 on average for the three preceding months. The Company averaged more than $300,000 per month in net operating profits during every month of the years ended December 31, 2013 and 2012, which entitled Arcadia to 3% of both years’ revenue. As such, management fees for the years ended December 31, 2013 and 2012 totaled $905,633 and $867,316, respectively. The total fee for back office operations was $440,000 and $420,000 for the years ended December 31, 2013 and 2012, respectively.

EX-99.2

Exhibit 99.2 FIVE LONG ISLAND PROPERTIES, LLC FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

FIVE LONG ISLAND PROPERTIES, LLC FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 Statements of Financial Position ..............................................................................................2 Statements of Operations ..........................................................................................................3 Statements of Member’s Equity ...............................................................................................4 Statements of Cash Flows .........................................................................................................5 Notes to the Financial Statements............................................................................................6

-2- (Unaudited) AS OF 6/30/2014 12/31/2013 ASSETS Current Assets: 2,882,484$ 2,862,391$ 233,425 196,745 860,958 1,483,755 TOTAL CURRENT ASSETS 3,976,867 4,542,891 50,176,302 50,532,566 TOTAL ASSETS 54,153,169$ 55,075,457$ LIABILITIES AND MEMBER'S EQUITY Current Liabilities: 3,211,270$ 3,463,389$ 453,966 636,649 TOTAL LIABILITIES 3,665,236 4,100,038 Commitments and contingencies (Notes 4, 5, and 6) Member's Equity 47,315,645 47,315,645 3,172,288 3,659,774 TOTAL MEMBER'S EQUITY 50,487,933 50,975,419 TOTAL LIABILITIES AND MEMBER'S EQUITY 54,153,169$ 55,075,457$ depreciation (Note 3)………………………… net of accumulated Accounts payable and Deferred revenue………………………… Capital contributions……………………… Undistributed earnings…………………… accrued expenses ……………………… FIVE LONG ISLAND PROPERTIES, LLC Cash and cash equivalents……………… Accounts receivable, net………………… Prepaid expenses………………………… Property and equipment, STATEMENTS OF FINANCIAL POSITION

-3- (Unaudited) (Unaudited) FOR THE SIX MONTHS ENDED SIX MONTHS ENDED 6/30/2014 6/30/2013 REVENUE 15,539,921$ 14,844,531$ 4,269 3,254 TOTAL REVENUE 15,544,190 14,847,785 OPERATING EXPENSES 5,560,962 5,395,707 1,150,952 1,132,980 674,634 657,102 796,518 709,789 712,477 725,662 706,180 655,450 254,863 242,368 90,313 78,390 227,085 222,108 13,360 15,000 60,621 59,944 78,570 87,476 51,338 53,053 84,500 74,408 37,221 36,080 54,761 44,896 15,940 14,860 7,959 1,984 14,532 12,252 949 250 66,710 56,832 12,372 12,559 - 165 48,432 84,989 TOTAL OPERATING EXPENSES 10,721,249 10,374,304 NET OPERATING INCOME 4,822,941 4,473,481 NON-OPERATING INCOME/(EXPENSES) (963,495) (883,839) - 56,068 (346,932) (90,088) NET NON-OPERATING EXPENSES (1,310,427) (917,859) NET INCOME 3,512,514$ 3,555,622$ FIVE LONG ISLAND PROPERTIES, LLC Salaries………………………………… Miscellaneous revenue………………… Sales……………………………………… Payroll taxes and benefits…………… STATEMENTS OF OPERATIONS Real estate taxes ……………………… Bank charges…………………………… Temporary help………………………… Food……………………………………… Insurance………………………………… Bad debts……………………………… Management fees (Note 6)…………… Utilities………………………………… Advertising and marketing…………… Dues and subscriptions……………… Repairs and maintenance…………… Kitchen supplies……………………… taxes (Note 5)………………………… Housekeeping supplies……………… Credit card fees………………………… Minor equipment-related…………… Professional fees……………………… Other non-operating expenses……… Depreciation (Note 3)………………… Refund of real estate Miscellaneous expenses……………… Medical supplies……………………… Maintenance contracts………………… Recreation……………………………… Vehicle-related………………………… Office supplies…………………………

-4- FOR THE SIX MONTHS ENDED JUNE 30, 2014 (Unaudited) AND Capital Undistributed Total Member's Contributions Earnings Equity 47,315,645$ 2,952,327$ 50,267,972$ -$ 6,763,515$ 6,763,515$ - (6,056,068) (6,056,068) 47,315,645$ 3,659,774$ 50,975,419$ -$ 3,512,514$ 3,512,514$ - (4,000,000) (4,000,000) 47,315,645$ 3,172,288$ 50,487,933$ June 30, 2014 balances………………………………………………… Net income ……………………………………………………………… Member distributions ………………………………………………… December 31, 2013 balances…………………………………………… FIVE LONG ISLAND PROPERTIES, LLC STATEMENTS OF MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013 December 31, 2012 balances…………………………………………… Net income ……………………………………………………………… Member distributions …………………………………………………

-5- (Unaudited) (Unaudited) FOR THE SIX MONTHS ENDED SIX MONTHS ENDED 6/30/2014 6/30/2013 CASH FLOWS FROM OPERATING ACTIVITIES: 3,512,514$ 3,555,622$ Adjustments to reconcile net income to net cash provided by operating activities: 963,495 883,839 13,360 15,000 Changes in operating assets and liabilities: (50,040) 72,420 - - 622,797 151,695 (252,119) (361,768) (182,683) 530,451 NET CASH PROVIDED BY OPERATING ACTIVITIES 4,627,324 4,847,259 CASH FLOWS USED IN INVESTING ACTIVITIES: (607,231) (619,070) CASH FLOWS USED IN FINANCING ACTIVITIES: (4,000,000) (4,056,068) NET CHANGE IN CASH 20,093 172,121 2,862,391 1,530,037 2,882,484$ 1,702,158$ end……………………………………………………………… beginning………………………………………………………… Member distributions……………………………………… Deferred revenue……………………………………… accrued expenses…………………………………… Capital expenditures for Cash and cash equivalents, Cash and cash equivalents, property and equipment………………………………… FIVE LONG ISLAND PROPERTIES, LLC Due from Bad debts……………………………………………… Accounts receivable…………………………………… management company……………………………… Accounts payable and Prepaid expenses……………………………………… Depreciation…………………………………………… Net income…………………………………………………… STATEMENTS OF CASH FLOWS

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (UNAUDITED) -6- NOTE 1 – BUSINESS OVERVIEW This summary of significant accounting policies of Five Long Island Properties, LLC (the “Company”) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Nature of Business Arcadia Management Inc. (“Arcadia”) is the established New York State Department of Health- approved, licensed operator of the five assisted living facilities previously owned by the Company, located in Islandia (two locations), Hauppauge, Bohemia, and Westbury, New York, all of which are concentrated in Long Island, New York. These facilities, known as The Arbors at Islandia East, The Arbors at Islandia West, The Arbors at Hauppauge, The Arbors at Bohemia, and The Arbors at Westbury, are each licensed as adult homes approved to house up to two hundred senior residents needing or wanting supportive services. As the licensed operator, Arcadia is responsible for the day-to-day operations of these facilities in accordance with Articles 28, 36, and 40 of the Public Health Law and Article 7 of the Social Services Law. The goal of Arcadia is to foster independence of its senior residents while protecting their safety and welfare. On September 21, 2005, the Company contracted with Arcadia to perform essentially all managerial, operational, financial, and personnel functions for the Company’s facilities. Arcadia was paid a management fee, subject to contractual increases when certain performance goals were achieved. On September 9, 2014, the Company completed a sale of its operating real estate to an affiliate of NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”), for a cash purchase price of $125 million. Simultaneously, NorthStar Healthcare entered into a net lease and security agreement with Arcadia whereby Arcadia will continue to operate the facilities as a lessee (refer to Note 6). Income Taxes As a limited liability company, the Company’s taxable income or loss is allocated to its single member. Therefore, no provision or liability for income taxes has been included in the financial statements.

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (UNAUDITED) -7- NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company reports its income and expenses on the accrual basis of accounting. Revenue is recorded when earned and expenses are recorded when incurred. Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $386,404 and $374,403 at June 30, 2014 and December 31, 2013, respectively. Bad debts are recorded as expenses when management considers the likelihood of collection as remote. Property and Equipment Property and equipment were stated at original cost. Depreciation on owned and leased assets was computed using the straight-line method at rates based on the estimated useful lives (in years) of individual assets or classes of assets as follows: Buildings and building improvements ............ 39 Furniture and fixtures ........................................ 7 Equipment and vehicles ..................................... 5 Generally a half-year of depreciation was provided for in the years of acquisition and disposal. Repairs and maintenance were expensed as incurred and betterments in excess of $1,000 were capitalized. The related costs and accumulated depreciation or amortization of disposed assets were eliminated, and any gain or loss on disposition was included in income.

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (UNAUDITED) -8- NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Compensated Absences Employees of the Company are entitled to paid vacation depending on job classification, length of service, and other factors. The Company includes accrued vacation time as part of accounts payable and accrued expenses in the accompanying statements of financial position. Revenue Recognition The Company recognizes revenues as earned. Amounts collected in advance of the period in which service is rendered are recorded as a liability (deferred revenue) in the accompanying statements of financial position. Substantially all revenue earned by the Company is derived from resident housing and related services. Advertising The Company uses advertising to promote its services among the markets it serves. The production costs of advertising are expensed as incurred and are reflected in the accompanying statements of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the recorded amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Subsequent Events The Company’s operating real estate was sold to NorthStar Healthcare on September 9, 2014 as further described in Note 1. The Company has evaluated events and transactions that occurred between July 1, 2014 and September 30, 2014, which is the date the financial statements were available to be issued, for possible disclosure and recognition in the financial statements.

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (UNAUDITED) -9- NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: June 30, 2014 December 31, 2013 Land ......................................................... $ 7,172,339 $ 7,172,339 Buildings and building improvements ...................................... 55,123,145 54,672,633 Furniture and fixtures ............................ 1,074,112 1,004,609 Equipment ............................................... 1,669,288 1,582,074 Vehicles .................................................... 151,517 151,517 Total cost .................................................. 65,190,401 64,583,172 Accumulated depreciation .................... ( 15,014,099) (14,050,606) Property and equipment, net ................ $ 50,176,302 $ 50,532,566 NOTE 4 – DUE FROM MANAGEMENT COMPANY Prior to Arcadia contracting with the Company to manage the properties, certain costs related to Arcadia’s internal operations were paid by the Company. As of December 31, 2013, no amount was due to the Company from Arcadia. From time-to-time, certain other intercompany transactions take place, thus giving rise to immaterial balances owed to/from Arcadia as of June 30, 2014. Such balance is reflected as part of accounts payable and accrued expenses in the accompanying statements of financial position. NOTE 5 – LEGAL MATTERS The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial position or results of operations of the Company.

FIVE LONG ISLAND PROPERTIES, LLC NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (UNAUDITED) -10- NOTE 6 – MANAGEMENT FEES AND LEASE Per the management agreement between the Company and Arcadia, Arcadia was entitled to $35,000 per month for back office operations and $30,000 per month for its management fee. Upon signing an extension of the management agreement in September 2013, the monthly back office operations charge increased to $40,000. When net operating profit exceeded $300,000 for the three preceding months, the monthly management fee increased from $30,000 to 3% of revenue for the preceding month. Beginning with the year ended December 31, 2010, the Company and Arcadia agreed to interpret this as Arcadia being entitled to 3% of revenue when net operating profits exceeds $300,000 on average for the three preceding months. The Company averaged more than $300,000 per month in net operating profits during every month of the year ended December 31, 2013, which entitled Arcadia to 3% of revenue. The Company also averaged more than $300,000 per month in net operating profits during every month of the six months ended June 30, 2014 and 2013. Effective September 9, 2014, Arcadia has entered into a 15-year cross-defaulted net lease with NorthStar Healthcare, whereby Arcadia is responsible for substantially all of the operating expenses at each facility. Each lease provides for annual rent escalations equal to the greater of (i) the percentage increase in the consumer price index, or (ii) 2.5%, subject to a maximum annual escalation of 3.0%.

EX-99.3

    Exhibit 99.3 INDEX TO PRO FORMA FINANCIAL STATEMENTS NorthStar Healthcare Income, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Financial Information 2 NorthStar Healthcare Income, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2014 3 NorthStar Healthcare Income, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2013 NorthStar Healthcare Income, Inc. and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2014 4 5 NorthStar Healthcare Income, Inc. and Subsidiaries Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements 6

    2   NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2014 is presented as if NorthStar Healthcare Income, Inc. (the “Company”) had acquired a 570-unit portfolio of four senior living facilities located in Long Island, New York (the “Arbors Portfolio”) for a purchase price of $125.0 million, plus closing costs on June 30, 2014. The following unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014 and year ended December 31, 2013 are presented as if the following occurred on January 1, 2013: (i) the Company acquired the Arbors Portfolio; (ii) the Company acquired an independent living facility comprised of 125- units located in Milford, Ohio (“Pinebrook LLC”) and (iii) the Company acquired an equity investment in a $1.05 billion healthcare real estate portfolio comprised of over 8,500 beds across 38 senior housing and 42 skilled nursing facilities (“Formation Portfolio”) The allocation of the purchase price of the Arbors Portfolio reflected in these unaudited pro forma condensed consolidated financial statements has been based upon preliminary estimates of the fair value of assets acquired. A final determination of the fair value of the acquired assets will be based on the valuation of the tangible and intangible assets and liabilities of the Arbors Portfolio that exist, if any, as of the date of the acquisition. Consequently, the preliminary amounts allocated to tangible assets could change significantly from those used in the pro forma condensed consolidated financial statements presented and could result in a material change in depreciation and amortization of tangible assets. The fair value is a preliminary estimate and may be adjusted within one year of the acquisition in accordance with accounting principles accepted in the United States (“U.S. GAAP”). In addition, adjustments have been recorded to reflect cash provided by the Company’s offering proceeds, net of offering costs, through the date of the acquisition. This unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10- K for the year ended December 31, 2013 and the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2014 and are not necessarily indicative of what the actual financial position or results of operations would have been had the Company completed the proposed transaction as of the beginning of the period presented, nor is it necessarily indicative of future results. In the opinion of the Company’s management, the pro forma condensed consolidated financial statements include all significant necessary adjustments that can be factually supported to reflect the effects of the acquisition.

    3   NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2014 (Dollars in Thousands, Except Per Share Data) Historical(1) Pro Forma Adjustments (2) Arbors Portfolio Pro Forma Revenues Resident fee income 6,730$ -$ -$ 6,730$ Rental income 2,268 - 5,312 (3) 7,580 Interest income 1,267 - - 1,267 Total revenue 10,265 - 5,312 15,577 Expenses Property operating expense 4,958 - - 4,958 Interest expense 1,410 - - 1,410 Transaction costs 1,713 - - 1,713 Asset management and other fees-related party 2,751 - - 2,751 General and administrative expenses 1,527 - - 1,527 Depreciation and amortization 1,592 - 1,580 (3) 3,172 Total expenses 13,951 - 1,580 15,531 Income (loss) from operations (3,686) - 3,732 46 Equity in earnings (losses) of unconsolidated venture (297) 1,190 - 893 Net income (loss) (3,983) 1,190 3,732 939 Net (income) loss attributable to non-controlling interests 30 - - 30 Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders (3,953)$ 1,190$ 3,732$ 969$ Net income (loss) per share of common stock, basic/diluted (0.18)$ 0.03$ Weighted average number of shares of common stock outstanding 21,503 37,501 (4) See accompanying notes to unaudited pro forma condensed consolidated financial statements.

    4   NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2013 (Dollars in Thousands, Except Per Share Data) Historical(1) Pro Forma Adjustments (2) Arbors Portfolio Pro Forma Revenues Rental income 488$ -$ 10,623$ (3) 11,111$ Interest income 375 - - 375 Resident fee income 38 2,462 - 2,500 Total revenue 901 2,462 10,623 13,986 Expenses Property operating expense 24 1,092 - 1,116 Interest expense 98 534 - 632 Transaction costs 1,570 (309) - 1,261 Asset management and other fees-related party 1,334 - - 1,334 General and administrative expenses 312 872 - 1,184 Depreciation and amortization 132 415 3,161 (3) 3,708 Total expenses 3,470 2,604 3,161 9,235 Income (loss) from operations (2,569) (142) 7,462 4,751 Equity in earnings (losses) of unconsolidated venture - 1,089 - 1,089 Net income (loss) (2,569) 947 7,462 5,840 Net (income) loss attributable to non-controlling interests 10 14 - 24 Net income (loss) attributable to NorthStar Healthcare Income, Inc. common stockholders (2,559)$ 961$ 7,462$ 5,864$ Net income (loss) per share of common stock, basic/diluted (1.26)$ 0.14$ Weighted average number of shares of common stock outstanding 2,026 41,686 (4) See accompanying notes to unaudited pro forma condensed consolidated financial statements.

    5   NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2014 (Dollars in Thousands) Pro Forma Historical(5) Adjustments Pro Forma Assets Cash 80,571$ 18,253$ (6) 98,824$ Restricted cash 6,322 6,322 Operating real estate, net 135,890 125,000 (7) 260,890 Investment in and advances to unconsolidated venture 24,137 24,137 Real estate debt investments, net 106,874 106,874 Receivables, net 3,299 130 (7) 3,429 Deferred costs, net 2,758 2,758 Total assets 359,851$ 143,383$ 503,234$ Liabilities Mortgage notes payable 59,688$ 59,688$ Due to related party - - Escrow deposits payable 2,972 35 (7) 3,007 Distribution payable 1,754 1,754 Accounts payable and accrued expenses 1,902 517 (7) 2,419 Total liabilities 66,316 552 66,868 Equity NorthStar Healthcare Income, Inc. Stockholders' Equity Preferred stock, $0.01 par value; 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2014 - - Common stock, $0.01 par value; 400,000,000 shares authorized, 34,647,233 shares issued and outstanding as of June 30, 2014 346 160 (6) 506 Additional paid-in capital 306,978 144,235 (6) 451,213 Retained earnings (accumulated deficit) (14,961) (1,564) (7) (16,525) Total NorthStar Healthcare Income, Inc. stockholders' equity 292,363 142,831 435,194 Non-controlling interests 1,172 1,172 Total equity 293,535 142,831 436,366 Total liabilities and equity 359,851$ 143,383$ 503,234$ See accompanying notes to unaudited pro forma condensed consolidated financial statements.

    6   NORTHSTAR HEALTHCARE INCOME, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) Represents the Company's condensed consolidated statement of operations for the six months ended June 30, 2014 and the year ended December 31, 2013. (2) In May 2014, the Company, through a general partnership with a subsidiary of NorthStar Realty Finance Corp., entered into a joint venture with an affiliate of Formation Capital, LLC to acquire the Properties. The Company contributed $23.4 million for an approximate 5.6% interest in the Properties. For the six months ended June 30, 2014, the Formation Portfolio generated net income of $6.7 million. For the six months ended June 30, 2014, the impact of adjusting for the effects of the preliminary purchase price allocation of the Formation Portfolio and the removal of transaction costs resulted in net income of $21.1 million. For the six months ended June 30, 2014, the Company’s proportionate interest in earnings from such investment was $1.2 million. The following summarizes the pro forma adjustments related to the transactions (dollars in thousands): Year Ended December 31, 2013 Pinebrook Formation Total Historical (i) Pro Forma Adjustments Pro Forma Adjustments Resident fee income 1,875$ 587$ -$ 2,462$ Total other revenues 1,875 587 - 2,462 Interest expense 623 (89) (ii) - 534 Property operating expense 837 255 - 1,092 Transaction costs - (309) (iii) - (309) General and administrative expenses 658 214 - 872 Depreciation and amortization 488 (73) (iv) - 415 Total expenses 2,606 (2) - 2,604 Income (loss) from operations (731) 589 - (142) Net (income) loss attributable to non-controlling interests - 14 (v) - 14 Equity in earnings (losses) of unconsolidated venture - - 1,089 (vi) 1,089 Net income (loss) attributable to NorthStar Healthcare Income Trust, Inc. common stockholders (731)$ 603$ 1,089$ 961$ (i) Represents audited financial statements of Pinebrook, LLC for the year ended December 31, 2013. Pinebrook, LLC was acquired in December 2013. (ii) Represents the net impact of the interest rate on new borrowings and amortization of deferred financing costs of $0.5 million for Pinebrook, LLC for the year ended December 31, 2013. (iii) Represents adjustments to exclude transaction costs incurred in connection with the transaction. (iv) Represents the decrease in depreciation and amortization expense based on the preliminary purchase price allocation for Pinebrook, LLC. (v) Represents the Company’s non-controlling interest allocation to the joint venture partner based on the terms of the joint venture agreement.

    7   (vi) For the year ended December 31, 2013, the Formation Portfolio generated net income of $13.8 million. For the year ended December 31, 2013, the impact of adjusting for the effects of the preliminary purchase price allocation of the Formation Portfolio and the removal of transaction costs resulted in net income of $19.3 million. For the year ended December 31, 2013, the Company’s proportionate interest in earnings from such investment was $1.1 million. (3) The pro forma adjustments represent the acquisition of the Arbors Portfolio as if it had occurred on January 1, 2013 for the statement of operations for the six months ended June 30, 2014 and for the year ended December 31, 2013. The pro forma adjustments include: (i) the Arbors Portfolio’s contractual rent revenue for the six months ended June 30, 2014 and year ended December 31, 2013 was $4.2 million and $8.5 million, respectively and the straight-line rent adjustment for the the six months ended June 30, 2014 and year ended December 31, 2013 was $1.1 million and $2.1 million, respectively; (ii) the value allocated to building and furniture, fixtures and equipment is depreciated based on an estimated useful life of 40 and 10 years, respectively. (4) Amount represents the weighted average number of shares of the Company’s common stock from the initial public offering, at $10.00 per share, required to generate sufficient offering proceeds, net of offering costs, to fund the purchase of the Arbors Portfolio. The calculation assumes these proceeds were raised as of January 1, 2013. (5) Represents the Company’s condensed consolidated balance sheet as of June 30, 2014. (6) The Company issued 15.9 million shares and raised $144.2 million in net offering proceeds for the period from June 30, 2014 through September 9, 2014 and used these proceeds to fund the Arbors Portfolio acquisition. (7) Represents adjustments in connection with the acquisition of the Arbors Portfolio. The Company is in the process of allocating the purchase price. The fair value is a preliminary estimate and may be adjusted within one year of the acquisition in accordance with U.S. GAAP. In addition, the Company recorded $1.6 million one-time transaction costs paid at the time of acquisition.