Investment in Real Estate

Greenfield Senior Living, Inc.

In September, 2011, the Company acquired three assisted living and memory care facilities located in Virginia from affiliates of Greenfield Senior Living, Inc. (Greenfield). The aggregate purchase price for the three properties was $20,800. Concurrent with the acquisition, the properties were leased to three wholly-owned affiliates of Greenfield, which are responsible for operating each of the properties pursuant to a triple net master lease. The initial term of the master lease is 12 years with two renewal options of 10 years each. Rent payments during the first year are approximately $1,661, with annual rental increases of 2.75% during the initial term of the lease. At the end of the initial term, Greenfield, subject to certain conditions, holds a one-time purchase option that provides the right to acquire all three of the properties at the then fair market value. Greenfield has guaranteed the obligations of the tenants under the master lease.

The Greenfield real estate assets consist of the following:



	September 30, 2013			December 31, 2012
Land	$	5,600		$	5,600
Buildings and Improvements	14,220			14,220
Less: Accumulated depreciation and amortization	(816		)	(515		)
Total real estate, net	$	19,004		$	19,305

Calamar Properties (Care Cal JV)

In February 2013, the Company acquired a 75% interest in Care Cal JV LLC, which through two subsidiaries owns what are referred to as the Calamar Properties. Affiliates of Calamar Enterprises, Inc. (Calamar), a full service real estate organization with construction, development, management, and finance and investment divisions, developed the properties and owns a 25% interest in Care Cal JV LLC. Simultaneously with the acquisition, the Company entered into a management agreement with a term of 10 years with affiliates of Calamar for the management of the properties. The Company receives a preference on interim cash flows and sales proceeds and Calamar's management fee is subordinate to such payments. The aggregate purchase price for the two properties was $23,024, of which $18,307 was funded through the assumption of the loans with Liberty Bank and the balance with cash on hand. A joint venture agreement provides that the properties may be marketed for sale after a seven-year lockout subject to additional provisions. For the nine months ended September 30, 2013, revenue and net income from this acquisition were approximately$1,655 and $106 respectively.

The Calamar real estate assets, including personal property, consist of the following as of September 30, 2013:



Land	$	840
Buildings and improvements	22,197
Less: accumulated depreciation and amortization	(404)
Total real estate, net	$	22,633

Terraces Portfolio

The Terraces Portfolio is leased pursuant to a Master Lease to affiliates of Premier with an initial term of 12 years with two renewal options of five years each. Rent payments during the first year are approximately $1,732 representing an initial lease rate of approximately 8.17%, with annual rental increases of 2.75% during the initial term of the lease commencing on the third anniversary of the closing date. Premier guarantees the obligations of the tenants under the Premier Master Lease.

The Terraces Portfolio real estate assets consist of the following as of September 30, 2013:



Land	$	803
Buildings and improvements	20,123
Less: accumulated depreciation and amortization	(71)
Total real estate, net	$	20,855

Bickford Portfolio

On June 28, 2013, Care completed the sale of its membership interests in Care YBE Subsidiary LLC (Care YBE), which owns fourteen senior living facilities (Bickford Portfolio) to an affiliate of National Health Investors Inc. (Buyer). See Note 23 for discontinued operations disclosure. The Bickford Portfolio, developed and managed by affiliates of the Buyer, contained 643 units with five properties located in Iowa, five in Illinois, two in Nebraska and one in Indiana.