Acquisitions

Acquisitions during the nine months ended September 30, 2016

Real Estate

Managed Properties

During the nine months ended September 30, 2016, Care and affiliates of Care’s partners entered into agreements to acquire and operate three senior housing communities for total consideration of $84,605 (which includes deposits of $125 paid in the fourth quarter of 2015) of which $59,817 was financed through mortgage debt issued in connection with the acquisitions, $4,778 was financed by contributions from the affiliates of Care’s partners, and the remainder was paid with cash on hand. Affiliates of Care’s partners provide management services to the communities under management contracts.

The primary reason for the Company’s acquisition of the senior housing communities is to expand its real estate operations. For the period from acquisition until September 30, 2016, revenue and the net loss in the aggregate for the three managed properties acquired were $7,247 and $1,899, respectively.

On June 30, 2016, the Company finalized the determination of the fair value of the assets acquired and the liabilities assumed for acquisitions completed in the first quarter of 2016. The adjustments to the provisional amounts recorded in the prior quarter was an increase of $540 to Real estate, net with an offsetting decrease of $540 to Intangible assets, net related to in-place leases. Additionally, the change to the provisional amounts resulted in a decrease in depreciation and amortization of $213, of which $80 relates to the previous quarter, recorded in the three months ended June 30, 2016.

The following table summarizes the consideration paid and the amounts of the final determination, as described above, for transactions completed in the first quarter of 2016 and provisional determination for the transaction completed in the quarter ended September 30, 2016, of the fair value of the assets acquired and the liabilities assumed for the acquisitions completed during the nine months ended September 30, 2016:



	2016 Acquisitions
	Real Estate
Consideration:
Cash	$	81,492
Non-cash non-controlling interests contributions	3,113
Fair value of total consideration	$	84,605

Acquisition costs	$	612

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets:
Cash and cash equivalents	$	184
Real estate, net	78,195
Intangible assets, net	6,430
Other assets	248

Liabilities:
Deferred revenue	(290		)
Other liabilities and accrued expenses	(162		)
Total identifiable net assets assumed	$	84,605

The following table shows the values recorded by the Company, as of the acquisition date, for finite-lived intangible assets and their estimated amortization period:



Intangible Assets	Weighted Average Amortization Period (in Years)	Real Estate
In-place Lease	1.6	$	6,430

Supplemental pro forma results of operations have not been presented for the above 2016 business acquisitions as they are not material in relation to the Company’s reported results.

Acquisitions during the nine months ended September 30, 2015

Specialty Finance

On July 1, 2015, the Company completed the acquisition of Reliance First Capital, LLC (Reliance) for total consideration of $24,441 which was comprised of cash of $10,281, a total of 1,625,000 shares of its Class A common stock (market value of $11,960 at the time of issuance), and an earn-out to issue additional shares valued at $2,200 in exchange for 100% ownership. The primary reason for the Company’s acquisition of Reliance is to expand its mortgage origination operations. The results of Reliance, from its closing date, are included in the Company’s specialty finance segment and was considered an acquisition of a business in accordance with ASC 805.

For the period from acquisition until September 30, 2015, revenue and net income were $11,252 and $551, respectively.

Real Estate

Managed Properties

During the nine months ended September 30, 2015, the Company and one of Care’s partners entered into agreements to acquire and operate five senior housing communities for total consideration of $29,251 (which includes deposits of $587 paid in the fourth quarter of 2014), of which $19,943 was financed through mortgage debt issued in connection with the acquisitions, $1,861 was financed by a contribution of cash from the partner, and the remainder was paid with cash on hand. Affiliates of the partner provide management services to the communities under a management contract.

Triple Net Lease Properties

During the nine months ended September 30, 2015, the Company acquired the assets of six seniors housing communities for total consideration of $54,536 (which includes deposits of $1,490 paid in the fourth quarter of 2014), of which $39,500 was financed through mortgage debt issued in connection with the acquisitions, and the remainder was paid with cash on hand.

The primary reason for the Company’s acquisition of the senior housing communities was to expand its real estate operations. For the period from acquisition until September 30, 2015, revenue and the net loss in aggregate for the properties acquired were $8,378 and $2,577, respectively.

The following table summarizes the consideration paid and the final determination of amounts of fair value of the assets acquired and the liabilities assumed for the acquisitions completed during the nine months ended September 30, 2015:



	2015 Acquisitions
	Specialty Finance			Real Estate			Total
Total consideration:
Cash	$	10,281		$	83,787		$	94,068
Common stock	11,960			—			11,960
Contingent consideration	2,200			—			2,200
Fair value of total consideration	$	24,441		$	83,787		$	108,228

Acquisition costs	$	223		$	1,567		$	1,790

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets:
Cash and cash equivalents	$	13,934		$	—		$	13,934
Restricted cash	919			—			919
Mortgage loans held for sale, at fair value	59,308			—			59,308
Accounts and premiums receivable, net	2,369			—			2,369
Real estate, net	—			76,003			76,003
Goodwill	1,708			—			1,708
Intangible assets, net	1,440			8,800			10,240
Deferred tax assets	150			—			150
Other assets	3,712			92			3,804

Liabilities:
Fair value of debt assumed	(52,836		)	—			(52,836		)
Deferred revenue	—			(589		)	(589		)
Other liabilities and accrued expenses	(6,263		)	(519		)	(6,782		)
Total identifiable net assets assumed	$	24,441		$	83,787		$	108,228

Supplemental pro forma results of operations have not been presented for the above 2015 business acquisitions as they were not material in relation to the Company’s reported results.

The following table shows the values recorded by the Company, as of the acquisition date, for finite-lived intangible assets and their estimated amortization period:



Intangible Assets	Weighted Average Amortization Period (in Years)	Specialty Finance		Real Estate		Total
Trade names	10.0	$	800	$	—	$	800
Software	7.0	640		—		640
In-place Lease	8.7	—		8,800		8,800
Total acquired finite-lived other intangible assets	8.7	$	1,440	$	8,800	$	10,240

Insurance and Insurance Services - Purchase of Non-controlling Interests

On January 1, 2015, Fortegra Financial Corporation (Fortegra) exercised an option to purchase the remaining 37.6% ownership interest in ProtectCELL. Upon exercising the option, Fortegra made an initial payment of $3,000. Fortegra has accrued an additional $4,100.