Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 16, 2014

VENTAS, INC.

(Exact Name of Registrant as Specified in Its Charter)



Delaware	1-10989	61-1055020
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)



353 N. Clark Street, Suite 3300, Chicago, Illinois		60654
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (877) 483-6827

Not Applicable

Former Name or Former Address, if Changed Since Last Report

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:

x 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))

Item 8.01. Other Events.

As previously announced, in June 2014, Ventas, Inc. (“Ventas” or the “Company”) entered into a definitive agreement to acquire all of the outstanding shares of American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and cash transaction valued at approximately $2.9 billion, or $11.33 per HCT share, including investments expected to be made by HCT prior to completion of the acquisition, the majority of which have now been completed. The Company expects to fund the transaction through the issuance of its common stock, valued at $67.13 per share (for aggregate consideration of between $1.8 billion and $2.0 billion), the assumption of debt and cash. Completion of the transaction is subject to the approval of HCT stockholders and customary closing conditions. Ventas expects to complete the HCT transaction during the fourth quarter of 2014, although there can be no assurance as to whether or when the transaction will be completed.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, the Company expects to prepare and file with the Securities and Exchange Commission a registration statement on Form S-4, which will contain a proxy statement of HCT and a prospectus of the Company, and each party will file other documents with respect to the Company’s proposed acquisition of HCT. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by the Company and HCT with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.ventasreit.com, and copies of the documents filed by HCT with the SEC are available free of charge on HCT’s website at www.archealthcaretrust.com.

Participants in Solicitation Relating to the Merger

The Company and HCT and their respective directors and executive officers may be deemed participants in the solicitation of proxies from HCT’s stockholders in respect of the proposed transaction. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement for the Company’s 2014 annual meeting of stockholders, filed with the SEC on April 4, 2014. Information regarding HCT’s directors and executive officers can be found in HCT’s definitive proxy statement for HCT’s 2014 annual meeting of stockholders, filed with the SEC on April 28, 2014. Additional information regarding the interests of such potential participants will be included in the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction when they become available. These documents are available free of charge on the SEC’s website and from the Company or HCT, as applicable, using the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The unaudited consolidated financial statements of HCT as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by reference.

The audited consolidated financial statements of HCT as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(a) by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial statements of Ventas as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013, giving effect to the HCT transaction, are filed herewith as Exhibit 99.3 and incorporated in this Item 9.01(b) by reference.

Not applicable.

(d) Exhibits:



Exhibit Number		Description

23.1		Consent of Grant Thornton LLP.

99.1		Unaudited consolidated financial statements of HCT as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013.

99.2		Audited consolidated financial statements of HCT as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013.

99.3		Unaudited pro forma condensed consolidated financial statements of Ventas as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013.

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 thereunto duly authorized.



	VENTAS, INC.


Date: September 16, 2014	By:	/s/ Kristen M. Benson
		Kristen M. Benson
		Senior Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX



Exhibit Number		Description

23.1		Consent of Grant Thornton LLP.

99.1		Unaudited consolidated financial statements of HCT as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013.

99.2		Audited consolidated financial statements of HCT as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013.

99.3		Unaudited pro forma condensed consolidated financial statements of Ventas as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 26, 2014, with respect to the consolidated financial statements and schedule of American Realty Capital Healthcare Trust, Inc. and subsidiaries, included in this Current Report on Form 8-K of Ventas, Inc. We hereby consent to the incorporation by reference of said report in the Registration Statements of Ventas, Inc. on Forms S-3 (File No. 333-180521, File No.333-178185, File No. 333-173434) and Forms S-8 (File No. 333-183121, File No. 333-61552, File No. 333-97251, File No. 333-107951, File No. 333-118944, File No. 333-126639, File No. 333-136175, File No. 333-173434).

/s/ GRANT THORNTON LLP

New York, New York

September 15, 2014

Exhibit 99.1

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2014

TABLE OF CONTENTS



	Page
Consolidated Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013	2
Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)	3
Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2014 (Unaudited)	4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)	5
Notes to Consolidated Financial Statements (Unaudited)	7

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)



	June 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Real estate investments, at cost:
Land	$	143,505		$	107,719
Buildings, fixtures and improvements	1,729,130			1,363,858
Construction in progress	19,262			11,112
Acquired intangible lease assets	228,963			181,264
Total real estate investments, at cost	2,120,860			1,663,953
Less: accumulated depreciation and amortization	(148,543		)	(87,350		)
Total real estate investments, net	1,972,317			1,576,603
Cash and cash equivalents	28,695			103,447
Restricted cash	2,135			1,381
Investment securities, at fair value	19,427			14,670
Preferred equity investment	8,800			—
Prepaid expenses and other assets	26,080			17,431
Deferred costs, net	20,071			21,041
Total assets	$	2,077,525		$	1,734,573
LIABILITIES AND EQUITY
Mortgage notes payable	$	304,207		$	259,348
Mortgage premiums, net	4,000			2,769
Credit facility	507,500			—
Below-market lease liabilities, net	5,146			5,543
Derivatives, at fair value	58,490			333
Accounts payable and accrued expenses	28,277			17,460
Deferred rent and other liabilities	5,261			2,949
Dividends payable	—			10,427
Total liabilities	912,881			298,829
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued or outstanding at June 30, 2014 and December 31, 2013	—			—
Common stock, $0.01 par value per share, 300,000,000 authorized, 169,316,257 and 180,463,898 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively	1,691			1,805
Additional paid-in capital	1,462,108			1,591,941
Accumulated other comprehensive loss	(987		)	(3,243		)
Accumulated deficit	(312,655		)	(158,378		)
Total stockholders' equity	1,150,157			1,432,125
Non-controlling interests	14,487			3,619
Total equity	1,164,644			1,435,744
Total liabilities and equity	$	2,077,525		$	1,734,573

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues:
Rental income	$	55,584		$	20,885		$	103,101		$	36,872
Operating expense reimbursements	4,267			2,474			8,451			4,663
Resident services and fee income	4,918			578			9,206			1,080
Total revenues	64,769			23,937			120,758			42,615
Operating expenses:
Property operating and maintenance	26,238			7,444			49,717			12,636
Operating fees to affiliates	2,352			—			2,352			—
Acquisition and transaction related	22,456			2,713			25,878			4,751
Vesting of Class B units for asset management services	12,917			—			12,917			—
Fair value of listing note	58,150			—			58,150			—
General and administrative	2,674			1,240			4,592			1,481
Equity-based compensation	97			10			107			18
Depreciation and amortization	31,713			12,714			60,656			24,408
Total operating expenses	156,597			24,121			214,369			43,294
Operating loss	(91,828		)	(184		)	(93,611		)	(679		)
Other income (expenses):
Interest expense	(7,108		)	(3,315		)	(12,651		)	(6,404		)
Income from preferred equity investment and investment securities and interest income	495			255			795			255
Gain on sale of investment securities	335			—			335			—
Total other expense	(6,278		)	(3,060		)	(11,521		)	(6,149		)
Net loss	(98,106		)	(3,244		)	(105,132		)	(6,828		)
Net loss (income) attributable to non-controlling interests	817			(14		)	808			(36		)
Net loss attributable to stockholders	(97,289		)	(3,258		)	(104,324		)	(6,864		)

Other comprehensive income:
Designated derivatives, fair value adjustment	(26		)	298			(7		)	343
Unrealized gain on investment securities, net	636			(985		)	2,263			(985		)
Comprehensive loss attributable to stockholders	$	(96,679	)	$	(3,945	)	$	(102,068	)	$	(7,506	)

Basic and diluted weighted average shares outstanding	175,129,424			170,124,871			178,357,402			123,834,119
Basic and diluted net loss per share attributable to stockholders	$	(0.56	)	$	(0.02	)	$	(0.58	)	$	(0.06	)

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Six months ended June 30, 2014

(In thousands, except share data)

(Unaudited)



	Common Stock
	Number of Shares		Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2013	180,463,898		$	1,805		$	1,591,941		$	(3,243	)	$	(158,378	)	$	1,432,125		$	3,619		$	1,435,744
Common stock issued through distribution reinvestment plan	2,344,631		23			22,231			—			—			22,254			—			22,254
Common stock repurchases, inclusive of fees and expenses	(13,718,177	)	(137		)	(151,995		)	—			—			(152,132		)	—			(152,132		)
Dividends declared	—		—			—			—			(49,953		)	(49,953		)	—			(49,953		)
Contributions from non-controlling interest holders	—		—			—			—			—			—			750			750
Vesting of Class B units for asset management services	—		—			—			—			—			—			12,917			12,917
Equity-based compensation	225,905		—			239			—			—			239			—			239
Distributions to non-controlling interest holders	—		—			—			—			—			—			(299		)	(299		)
Increase in interest in Reliant Rehabilitation - Dallas, TX	—		—			(308		)	—			—			(308		)	(1,692		)	(2,000		)
Other comprehensive income	—		—			—			2,256			—			2,256			—			2,256
Net loss	—		—			—			—			(104,324		)	(104,324		)	(808		)	(105,132		)
Balance, June 30, 2014	169,316,257		$	1,691		$	1,462,108		$	(987	)	$	(312,655	)	$	1,150,157		$	14,487		$	1,164,644

The accompanying notes are an integral part of this statement.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net loss attributable to stockholders	$	(104,324	)	$	(6,864	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation	36,628			17,065
Amortization of intangibles	24,028			7,343
Amortization of deferred financing costs	3,190			1,253
Amortization of mortgage premiums	(648		)	(368		)
Accretion of below-market lease liabilities and amortization of above-market lease assets, net	189			186
Vesting of Class B units for asset management services	12,917			—
Net loss (income) attributable to non-controlling interests	(808		)	36
Equity-based compensation	239			33
Fair value of listing note	58,150			—
Gain on sale of investment securities	(335		)	—
Changes in assets and liabilities:
Prepaid expenses and other assets	(6,097		)	(3,045		)
Accounts payable and accrued expenses	10,792			3,437
Deferred rent and other liabilities	2,312			(91		)
Net cash provided by operating activities	36,233			18,985
Cash flows from investing activities:
Investment in real estate and preferred equity investment	(411,875		)	(183,621		)
Deposits for real estate	(6,500		)	(5,152		)
Capital expenditures	(2,302		)	(104		)
Purchase of investment securities	(3,000		)	(18,966		)
Proceeds from sale of investment securities	841			—
Net cash used in investing activities	(422,836		)	(207,843		)
Cash flows from financing activities:
Payments of note payable	—			(2,500		)
Payments of mortgage notes payable	(671		)	(87		)
Proceeds from credit facility	507,500			—
Payments on credit facility	—			(26,000		)
Payments of deferred financing costs	(1,913		)	(584		)
Proceeds from issuance of common stock	—			1,196,951
Proceeds from the issuance of OP units	750			—
Common stock repurchases, inclusive of fees and expenses	(152,636		)	(990		)
Payments of offering costs and fees related to stock issuances	—			(122,161		)
Dividends paid	(38,126		)	(17,162		)
Due from/to affiliate	—			190
Payments to non-controlling interest holders	(2,000		)	—
Distributions to non-controlling interests holders	(299		)	(190		)
Restricted cash	(754		)	(238		)
Net cash provided by financing activities	311,851			1,027,229
Net change in cash	(74,752		)	838,371
Cash, beginning of period	103,447			13,869
Cash, end of period	$	28,695		$	852,240

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Six Months Ended June 30,
	2014		2013
Supplemental Disclosures:
Cash paid for interest	$	10,096	$	5,508
Cash paid for income taxes	1,223		84

Non-Cash Investing and Financing Activities:
Mortgage notes payable assumed or used to acquire investments in real estate	$	45,530	$	15,776
Premiums on assumed mortgage notes payable	1,879		340
Common stock issued through distribution reinvestment plan	22,254		17,801

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 1 — Organization

American Realty Capital Healthcare Trust, Inc. (the "Company") invests primarily in real estate serving the healthcare industry in the United States. The Company owns a diversified portfolio of healthcare-related real estate, focusing predominantly on medical office buildings ("MOBs") and seniors housing communities. Additionally, the Company selectively invests across the healthcare continuum in hospitals, post-acute care facilities and other properties. As of June 30, 2014, the Company owned 147 properties and one preferred equity investment, located in 30 states with an aggregate purchase price of $2.1 billion, comprised of 7.5 million rentable square feet.

In February 2011, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts. The Company closed its IPO in April 2013 and operated as a non-traded real estate investment trust ("REIT") through April 6, 2014. On April 7, 2014, the Company listed its common stock on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “HCT” (the "Listing"). Concurrent with the Listing, the Company offered to purchase up to 13.6 million of its common stock at a price of $11.00 per share (the "Tender Offer"). As a result of the Tender Offer, on May 2, 2014, the Company purchased 13.6 million shares of its common stock at a price of $11.00 per share, for an aggregate of $150.1 million, excluding fees and expenses relating to the Tender Offer and including fractional shares repurchased thereafter.

The Company, which was incorporated on August 23, 2010, is a Maryland corporation that qualified as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2011. Substantially all of the Company's business is conducted through American Realty Capital Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the "OP"). The Company has no direct employees. The Company has retained American Realty Capital Healthcare Advisors, LLC (the "Advisor") to manage its affairs on a day-to-day basis. The Company has retained American Realty Capital Healthcare Properties, LLC (the "Property Manager") to serve as the Company's property manager. Realty Capital Securities, LLC (the "Dealer Manager") served as the dealer manager of the IPO and continues to provide the Company with various services. The Advisor, Property Manager and Dealer Manager are under common control with the parent of the Company's sponsor, American Realty Capital V, LLC (the "Sponsor"), as a result of which, they are related parties and each has received or may receive compensation and fees for services related to the IPO, the Listing and for the investment and management of the Company's assets.

Note 2 — Merger Agreement

On June 1, 2014, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ventas, Inc., a Delaware corporation ("Ventas"), Stripe Sub, LLC a Delaware limited liability company and wholly owned subsidiary of Ventas ("Merger Sub"), Stripe OP, LP, a Delaware limited partnership of which Merger Sub is the sole general partner ("OP Merger Sub"), and the OP. The Merger Agreement provides for the merger of the Company with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Ventas (the "Merger"), and for the merger of OP Merger Sub with and into the OP, with the OP continuing as the surviving partnership (the "Partnership Merger"). The board of directors of the Company has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the Partnership Merger.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of common stock, par value $0.01 per share, of the Company will be converted into the right to receive, pursuant to an election made by each holder of the Company's common stock, (i) $11.33 in cash, limited to 10% of the shares outstanding of the Company's common stock, or (ii) 0.1688 (the "Exchange Ratio") shares of common stock, par value $0.25 per share, of Ventas ("Ventas Common Stock").

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

In addition, pursuant to the Partnership Merger, at the Effective Time: (i) the Company’s interest as the general partner of the OP will remain outstanding and constitute the only outstanding general partnership interest in the OP; and (ii) each unit of limited partnership interests in the OP (the “OP units”) issued and outstanding immediately prior to the Effective Time of the Partnership Merger, including the 5,613,374 OP units to be issued in respect of the termination of the Listing Note Agreement (as defined in Note 10 — Subordinated Listing Distribution Derivative), will be converted into such number of Ventas Class C units (as defined in the limited partnership agreement of the OP as contemplated to be amended and restated by the Merger Agreement) of the OP as is equal to the Exchange Ratio. In addition, unless otherwise notified by Ventas, prior to the Effective Time, the Company has agreed to terminate the Company’s Employee and Director Incentive Restricted Share Plan, the Company’s 2011 Stock Option Plan and the 2014 Advisor Multi-Year Outperformace Agreement (the "OPP"), all, however, contingent on the occurrence of the Effective Time.

The completion of the Merger is subject to various customary conditions. The Merger Agreement includes certain termination rights for both the Company and Ventas and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, the Company may be required to pay to Ventas expense reimbursement in an amount equal to $10.0 million. The Merger Agreement also provides for the payment of a termination fee by the Company in the amount of $55.0 million (net of the expense reimbursement, if previously paid) if the Merger Agreement is terminated under specified circumstances. The Merger is expected to close during the fourth quarter of 2014.

Pursuant to the Merger Agreement, all Merger related fees, other than fees and expenses arising from any litigation, the obtainment of consents, debt prepayment penalties, defeasance costs, breakage costs, indemnification of liabilities (excluding liabilities to the Advisor or American Realty Capital Healthcare Special Limited Partnership, LLC, (the "SLP")) and accounting expenses are capped at $23.6 million. During the three and six months ended June 30, 2014, the Company has incurred $5.3 million related to the Merger.

Note 3 — Summary of Significant Accounting Policies

The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the entire year or any subsequent interim period.

These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2013, which are included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 26, 2014. There have been no significant changes to the Company's significant accounting policies during the six months ended June 30, 2014, other than the updates described below.

Listing Note

Concurrently with the Listing, the Company caused the OP to issue the Listing Note (see Note 10 — Subordinated Listing Distribution Derivative). Except as provided below, the Listing Note's value will be determined, in part, based on the average market value of the Company’s outstanding common stock for the period 180 days to 210 days after the Listing. Until the principal amount of the Listing Note is determined, the Listing Note is treated as a derivative and the Company estimates the contingent consideration using a valuation model and records the fair value of the Listing Note on the consolidated balance sheets. The initial fair value and subsequent changes in fair value are recorded in the consolidated statements of operations and comprehensive loss. Concurrently with the execution of the Merger Agreement, the OP and the SLP entered into an amendment to the Listing Note agreement. Pursuant to the amended Listing Note agreement, contingent upon the occurrence of the Merger at the Effective Time, 5,613,374 OP units will be issued in respect of the termination of the Listing Note.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Multi-Year Outperformance Agreement

On April 7, 2014 (the "OPP Effective Date") in connection with the Listing, the Company entered into the OPP with the OP and the Advisor. Because the Advisor can terminate at any time and receive the value of the award at the next anniversary date, the estimated value of the award as of the first anniversary was expensed on the OPP Effective Date and the estimated value of the award on the second and third anniversaries is being amortized over the first year and first two years of the OPP, respectively and adjusted to reflect the probability of the closing of the Merger. The award and related expense is adjusted each reporting period for changes in the estimated value. Concurrently with the execution of the Merger Agreement, the Company, the OP and the Advisor entered into an agreement terminating the OPP, pursuant to which the OPP will terminate without payment to the Advisor, contingent on the closing of the Merger (see Note 17 — Equity-Based Compensation).

Tender Offer

The Company recorded the excess of the cost of the tendered shares over its par value to additional paid-in capital.

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The Company has adopted the provisions of this guidance effective January 1, 2014, and has applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 4 — Real Estate Investments

The following table presents the allocation of the assets acquired and liabilities assumed during the six months ended June 30, 2014 and 2013:



	Six Months Ended June 30,
(Dollar amounts in thousands)	2014			2013
Real estate investments, at cost:
Land	$	34,786		$	11,677
Buildings, fixtures and improvements	363,968			167,407
Construction in progress	8,150			—
Total tangible assets	406,904			179,084
Acquired intangibles:
In-place leases	47,699			19,082
Above-market lease assets	—			3,163
Below-market lease liabilities	—			(639		)
Total assets acquired, net	454,603			200,690
Preferred equity investment (see Note 5 — Preferred Equity Investment)	8,800			—
Deposits for real estate	(3,590		)	—
Mortgage notes payable assumed or used to acquire real estate investments	(45,530		)	(15,776		)
Premiums on mortgages assumed	(1,879		)	(340		)
Other liabilities assumed	(529		)	(953		)
Cash paid for acquired real estate and preferred equity investments	$	411,875		$	183,621
Number of properties purchased	32			20

The allocations to buildings, fixtures and improvements have been provisionally assigned to each class, pending receipt of additional information from a third party specialist.

The following table presents unaudited pro forma information as if the acquisitions during the six months ended June 30, 2014, had been consummated on January 1, 2013. Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition related expense of $6.6 million from the six months ended June 30, 2014.



	Six Months Ended June 30,
(In thousands)	2014			2013
Pro forma revenues	$	137,887		$	75,311
Pro forma net loss attributable to stockholders	$	(96,390	)	$	(3,224	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.



(In thousands)	Future Minimum Base Rent Payments
July 1, 2014 — December 31, 2014	$	56,300
2015	113,885
2016	114,770
2017	113,880
2018	108,851
Thereafter	801,879
	$	1,309,565

As of June 30, 2014 and 2013, the Company did not have any tenants whose annualized rental income on a straight-line basis represented approximately 10% or greater of total annualized rental income for all portfolio properties on a straight-line basis.

The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represents approximately 10% or more of consolidated annualized rental income on a straight-line basis for all properties as of June 30, 2014 and 2013:



	June 30,
State	2014	2013
Florida	10.0%	*
Georgia	12.8%	16.7%
Illinois	*	10.6%
Oregon	*	16.1%
Texas	10.5%	16.8%

____________________________


*	State's annualized rental income on a straight-line basis was not 10% or more of total annualized rental income for all portfolio properties as of the date specified.

Note 5 — Preferred Equity Investment

As of June 30, 2014, the Company owned a preferred equity investment in an entity that owns the 80th Street Residence, a senior housing community located at 430 East 80th Street in the Upper East Side of Manhattan. As of June 30, 2014, the preferred equity investment had a carrying amount of $8.8 million. The investment has a ten-year term maturing in March 2024, a 0.5% origination fee, a 10.0% current pay rate distributed on a semi-annual basis. The Company's preferred equity investment includes a right of first refusal to acquire the 80th Street Residence in the event the owner elects to sell the property in the future. As of December 31, 2013, the Company did not have any preferred equity investments.

The preferred equity investment has a fixed return based on contributed capital and no participation in profits or losses of the real estate activities. As such, the Company accounts for the returns earned in income from preferred equity investment and investment securities on the consolidated statements of operations. The Company assesses the investment for impairment on a periodic basis.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 6 — Investment Securities

As of June 30, 2014, the Company had investments in common stock, redeemable preferred stock, a real estate income fund and a senior note with an aggregate fair value of $19.4 million. The real estate income fund is managed by an affiliate of the Sponsor (see Note 15 — Related Party Transactions and Arrangements). These investments are considered available-for-sale securities and therefore increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive loss as a component of equity on the consolidated balance sheets unless the securities are considered to be other than temporarily impaired at which time the losses would be reclassified to expense.

The following table details the unrealized gains and losses on investment securities as of June 30, 2014 and December 31, 2013:



(In thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
June 30, 2014
Investment securities	$	20,075	$	123	$	(771	)	$	19,427
December 31, 2013
Investment securities	$	17,580	$	202	$	(3,112	)	$	14,670

Unrealized losses as of June 30, 2014 were considered temporary and therefore no impairment was recorded during the three and six months ended June 30, 2014. During the six months ended June 30, 2014, the Company sold investments in common stock with a cost of $0.5 million for $0.8 million, resulting in a realized gain on sale of investment securities of $0.3 million.

The Company's preferred stock investments are redeemable at the respective issuer's option after five years from issuance. The senior note matures in 28.7 years and bears interest at 5.45% as of June 30, 2014.

Note 7 — Credit Facility

On May 25, 2012, the Company entered into a senior revolving credit facility in the aggregate principal amount of $50.0 million (the "Credit Facility") with KeyBank National Association ("KeyBank"). On October 25, 2012, the Company entered into an amendment, which increased the maximum commitments under the Credit Facility to $200.0 million.

On July 24, 2013, the Company entered into an unsecured amended and restated credit agreement (the "Amended Facility"), which allows for total borrowings of up to $755.0 million, comprised of a $500.0 million term loan component and a $255.0 million revolving loan component. The Amended Facility also contains a subfacility for letters of credit of up to $25.0 million. The Amended Facility contains an “accordion feature” to allow the Company, under certain circumstances, to increase the aggregate term loan borrowings under the Amended Facility to up to $750.0 million and the aggregate revolving loan borrowings to up to $450.0 million, or up to $1.2 billion of total borrowings.

Pursuant to the Amended Facility, the Company has the option, based upon its corporate leverage, to have the Amended Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 1.60% to 2.20%; or (b) the Base Rate, plus an applicable margin that ranges from 0.35% to 0.95%. Base Rate is defined in the Amended Facility as the greatest of (i) the fluctuating annual rate of interest announced from time to time by KeyBank as its “prime rate,” (ii) 0.5% above the federal funds effective rate or (iii) 1.0% above the applicable one-month LIBOR. Upon such time as the Company receives an investment grade credit rating as determined by major credit rating agencies, the Company will have the option, based upon its credit rating, to have the Amended Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 0.95% to 1.70%; or (b) the Base Rate, plus an applicable margin that ranges from 0.00% to 0.70%. The Amended Facility includes an unused fee per annum equal to (a) 0.25% of any unused balance of the revolving facility, if such unused balance exceeds 50% of the available revolving facility, (b) 0.15% of any unused balance of the revolving credit facility, if such unused balance is equal to or less than 50% of the available revolving facility and (c) 0.25% of any unused balance of the term facility.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

The Amended Facility provides for monthly interest payments for each Base Rate loan and periodic payments for each LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date. The term loan component of the Amended Facility matures in July 2018 and the revolving loan component of the Amended Facility matures in July 2016. The revolving loan component of the Amended Facility contains two, one-year extension options. The Amended Facility may be prepaid from time to time and at any time, in whole or in part, without premium or penalty, subject to reimbursement of certain costs and expenses. In the event of a default, the lenders have the right to terminate its obligations under the Amended Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans.

On January 23, 2014, the Company entered into the first amendment to the Amended Facility (the "First Amendment"), which permits the Company to make a maximum of five borrowings of term loans from the period beginning July 24, 2013 to July 24, 2014 (the “Term Loan Commitment Period”) in an aggregate principal amount which decreases over time as follows: for the period beginning July 24, 2013 to January 24, 2014, $500.0 million; for the period beginning January 25, 2014 to April 24, 2014, $400.0 million; and for the period beginning April 25, 2014 to July 24, 2014, $200.0 million. Additionally, under the First Amendment, the Company may from time to time, at its option, increase the total term loan commitment up to an amount not to exceed the sum of $750.0 million plus the amount of the initial term loan commitment not borrowed during the Term Loan Commitment Period.

On April 7, 2014, the Company entered into the second amendment to the Amended Facility (the “Second Amendment”). The Second Amendment, among other things, (i) permits the issuance of the Listing Note to the SLP following the Listing, (ii) modifies the distribution covenant to account for the suspension of the Company’s distribution reinvestment plan (the "DRIP"); (iii) permits the issuance of long term incentive plan units ("LTIP units") to the Advisor and (iv) modifies certain other terms of the Amended Facility to allow the Company to make additional restricted payments, including the Tender Offer.

As of June 30, 2014, the balance outstanding under the Amended Facility was $507.5 million, with a weighted average interest rate of 1.8%. The Company's unused borrowing capacity was $96.9 million, based on the assets assigned to the Amended Facility as of June 30, 2014. Availability of borrowings is based on a pool of eligible unencumbered real estate assets. There were no advances outstanding as of December 31, 2013.

The Amended Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of June 30, 2014, the Company was in compliance with the financial covenants under the Amended Facility.

Note 8 — Note Payable

In September 2011, the Company entered into an unsecured $4.5 million note payable with an unaffiliated third party investor. The note bore interest at a fixed rate of 8.0% per annum and was due to mature in September 2014. The note had two one-year extension options. The note required monthly interest payments with the principal balance due at maturity. The note could be repaid at any time, in whole or in part, without premium or penalty. Notwithstanding the foregoing, after the initial maturity date, the lender had a right to require the repayment in full of any outstanding principal and interest under the note upon 60 days' notice. The note was repaid in full in January 2013 at the Company's election.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 9 — Mortgage Notes Payable

The Company's mortgage notes payable as of June 30, 2014 and December 31, 2013 consist of the following:



		Outstanding Loan Amount as of
Portfolio	Encumbered Properties	June 30, 2014		December 31, 2013		Effective Interest Rate			Interest Rate	Maturity
		(In thousands)		(In thousands)
Texarkana ASC - Texarkana, TX	1	$	2,119	$	2,143	5.58	%		Fixed	Jun. 2016
Carson Tahoe Specialty Medical Center - Carson City, NV (1)	3	21,751		21,751		5.08	%		Fixed	Sep. 2015
Durango Medical Plaza - Las Vegas, NV (1)	1	17,172		17,172		5.08	%		Fixed	Sep. 2015
CareMeridian Rehabilitation - Phoenix, AZ (1)	1	6,936		6,936		5.08	%		Fixed	Sep. 2015
Reliant Rehabilitation - Dallas, TX (1)	1	24,850		24,850		5.15	%		Fixed	Sep. 2015
Select Rehabilitation - San Antonio, TX (1)	1	12,714		12,714		5.15	%		Fixed	Sep. 2015
Spring Creek Medical Plaza - Tomball, TX (1)	1	7,477		7,477		5.15	%		Fixed	Sep. 2015
Odessa Regional MOB - Odessa, TX	1	4,047		4,047		4.09	%	(2)	Fixed	Dec. 2016
Methodist North MOB - Peoria, IL	1	13,544		13,544		3.99	%	(2)	Fixed	Dec. 2016
University of Wisconsin Health MOB - Monona, WI	1	5,039		5,039		4.00	%		Fixed	Apr. 2017
Reliant Rehabilitation - Houston, TX (1)	1	13,437		13,437		4.98	%		Fixed	Sep. 2015
Village Healthcare Center - Santa Ana (1)	1	1,906		1,906		4.98	%		Fixed	Sep. 2015
Sisters of Mercy Building - Springfield, MO	1	5,500		5,500		4.11	%		Fixed	Sep. 2017
East Pointe Medical Plaza - Lehigh Acres, FL	1	5,260		5,260		4.11	%		Fixed	Sep. 2017
Unitron Hearing Building - Plymouth, MN	1	4,000		4,000		4.11	%		Fixed	Sep. 2017
Carson Tahoe MOB West - Carson City, NV	1	4,675		4,675		3.88	%	(2)	Fixed	Jun. 2017
Aurora Health Care Portfolio	3	49,600		49,600		5.60	%		Fixed	Jan. 2017
Princeton Village - Clackamas, OR	1	3,068		3,114		7.48	%		Fixed	Jan. 2031
Pelican Pointe - Klamath Falls, OR	1	12,365		12,460		5.16	%		Fixed	Apr. 2022
Fayette MOB - Fayetteville, GA	1	6,902		6,986		5.18	%		Fixed	Sep. 2015
Garden House - Anderson, SC	1	8,082		8,149		4.86	%		Fixed	Dec. 2018
Benton House - Covington, GA	1	8,060		8,121		5.26	%		Fixed	May 2019
Arbor Terrace - Asheville, SC	1	9,433		9,497		5.58	%		Fixed	Feb. 2018
Arbor Terrace - Decatur, GA	1	10,896		10,970		5.57	%		Fixed	Jan. 2018
Casa de Santa Fe - Rocklin, CA	1	20,579		—		4.71	%		Fixed	Oct. 2021
Bay Medical Plaza - Lynn Haven, FL	1	9,579		—		6.61	%		Fixed	Aug. 2017
Bay Medical Center - Panama City, FL	1	9,321		—		6.61	%		Fixed	Aug. 2017
Legacy Heart Center - Plano, TX	1	5,895		—		5.76	%		Fixed	Oct. 2015
Total	32	$	304,207	$	259,348	5.17	%	(3)

_____________________________________

(1)

These mortgages, aggregating $106.2 million, represent the first, second and third tranches of a multi-tranche mortgage loan agreement to provide funding for a portfolio of eight properties. The mortgages for each of the properties are cross-collateralized with one another and in the event that the Company defaults on one of the mortgages, the lender may look to the other properties as collateral.


(2)	Fixed as a result of entering into a swap agreement.


(3)	Calculated on a weighted average basis for all mortgages outstanding as of June 30, 2014.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

The following table summarizes the scheduled aggregate principal payments on mortgage notes payable for the five years subsequent to June 30, 2014:



(In thousands)	Future Principal Payments
July 1, 2014 — December 31, 2014	$	769
2015	120,179
2016	20,936
2017	94,353
2018	27,778
Thereafter	40,192
	$	304,207

Some of the Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of June 30, 2014 and December 31, 2013, the Company was in compliance with the financial covenants under its mortgage notes payable agreements.

Note 10 — Subordinated Listing Distribution Derivative

Upon occurrence of the Listing, the SLP became entitled to begin receiving distributions of net sales proceeds pursuant to its special limited partner interest in the OP (the “SLP Interest”) in an aggregate amount that is evidenced by the issuance of a note by the OP (the “Listing Note”). The Listing Note is equal to 15.0% of the amount, if any, by which (a) the average market value of the Company’s outstanding common stock for the period 180 days to 210 days after the Listing, plus dividends paid by the Company prior to Listing, exceeds (b) the sum of the total amount of capital raised from stockholders during the Company’s prior offering and the amount of cash flow necessary to generate a 6.0% annual cumulative, non-compounded return to such stockholders. Concurrently with the Listing, the Company, as general partner of the OP, caused the OP to enter into the Listing Note Agreement dated April 7, 2014 by and between the OP and the SLP (the "Listing Note Agreement"), and caused the OP to issue the Listing Note. The Listing Note is evidence of the SLP’s right to receive distributions of net sales proceeds from the sale of the Company’s real estate and real estate-related assets up to an aggregate amount equal to the principal balance of the Listing Note. Pursuant to the terms of the limited partnership agreement of the OP, the SLP has the right, but not the obligation, to convert all or a portion of the SLP Interest into OP units which are convertible into shares of the Company's common stock.

Except as provided below, the principal amount of the Listing Note will be determinable based on the actual market value of the Company’s outstanding common stock for the period 180 days to 210 days after the Listing and therefore the principal amount of the Listing Note is not yet definitive. Until the amount of the Listing Note can be determined, the Listing Note is considered a derivative, which is marked to fair value at each reporting date, with changes in the estimated value recorded in the consolidated statements of operations and comprehensive loss. The Listing Note fair value, as of June 30, 2014, was estimated using a Monte Carlo simulation, which uses a combination of observable and unobservable inputs and was adjusted to reflect the probability of the closing of the Merger (see Note 11 — Fair Value of Financial Instruments). As of June 30, 2014, the Listing Note had a fair value of $58.2 million. The final value of the Listing Note could differ materially from the current estimate.

However, concurrently with the execution of the Merger Agreement, the OP and the SLP entered into an amendment to the Listing Note Agreement (the "Listing Note Amendment"), to provide that: (i) immediately prior to, and contingent upon, the closing of the Merger, the SLP will be deemed to have contributed its right to distributions from the OP pursuant to its SLP Interest, the amount of which distributions are evidenced by the Listing Note, to the OP in exchange for 5,613,374 OP units in the OP; and (ii) the Listing Note Agreement will terminate upon receipt by the SLP of such OP units. The Listing Note Amendment will, pursuant to its terms, automatically terminate and be of no further force or effect if the Merger Agreement is terminated in accordance with its terms.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 11 — Fair Value of Financial Instruments

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflects the contractual terms of the instrument, as applicable, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 — Unobservable inputs that reflect the entity's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Although the Company has determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2014 and December 31, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate swap positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's interest rate swaps. As a result, the Company has determined that its interest rate swap valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of interest rate swaps is determined using a discounted cash flow analysis on the expected cash flows. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.

The valuation of the OPP was determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the OPP, including the vesting periods and total return hurdles, as well as observable market-based inputs, including interest rate curves, and unobservable inputs, such as expected volatility and a probability of the closing of the Merger. As a result, the Company has determined that its OPP valuation in its entirety is classified in Level 3 of the fair value hierarchy.

The valuation of the Listing Note is determined using a Monte Carlo simulation. This analysis reflects the known inputs of the valuation of the Listing Note, including the gross share proceeds received and the sum of dividends paid prior to the Listing, as well as observable market-based inputs, including interest rate curves, implied probability of the closing of the Merger and unobservable inputs, such as expected volatility. As a result, the Company has determined that its Listing Note valuation in its entirety is classified in Level 3 of the fair value hierarchy.

The Company has investments in common stock, redeemable preferred stock, a real estate income fund and senior notes that are traded in active markets and therefore, due to the availability of quoted market prices in active markets, the Company has classified these investments as Level 1 in the fair value hierarchy.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those instruments fall:



(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3			Total
June 30, 2014
Interest rate swaps	$	—	$	(340	)	$	—		$	(340	)
Investment securities	$	19,427	$	—		$	—		$	19,427
OPP⁽¹⁾	$	—	$	—		$	(1,350	)	$	(1,350	)
Listing Note	$	—	$	—		$	(58,150	)	$	(58,150	)
December 31, 2013
Interest rate swaps	$	—	$	(333	)	$	—		$	(333	)
Investment securities	$	14,670	$	—		$	—		$	14,670

(1) The amount presented represents the fair value of all LTIP units issued under the OPP, of which $0.5 million has been recorded in general and administrative expense on the consolidated statement of operations and presented as a liability on the consolidated balance sheet in accounts payable and accrued expenses.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2014.

Level 3 valuations

The following is a reconciliation of the beginning and ending balance for the changes in instruments with Level 3 inputs in the fair value hierarchy for the six months ended June 30, 2014:



(In thousands)	OPP			Listing Note
Beginning balance as of December 31, 2013	$	—		$	—
Fair value at issuance	33,200			27,400
Fair value adjustments	(31,850		)	30,750
Ending balance as of June 30, 2014	$	1,350		$	58,150

The following table provides quantitative information about the significant Level 3 inputs used:



Financial Instrument	Fair Value at June 30, 2014		Principal Valuation Technique	Unobservable Inputs	Input Value
	(In thousands)
Listing Note	$	58,150	Monte Carlo Simulation	Expected volatility	17.0%
				Merger Probability	95.0%
OPP	$	1,350	Monte Carlo Simulation	Expected volatility	29.0%
				Merger Probability	95.0%

The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation. For the relationship described below, the inverse relationship would also generally apply.

Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Pursuant to the OPP Termination Agreement, the OPP will terminate without payment to the Advisor, contingent on the closing of the Merger (see Note 17 — Equity-Based Compensation). As such, all LTIP units previously issued under the OPP may be forfeited and any value associated with the OPP would be eliminated. The closing of the Merger also requires the Listing Note to be settled through the issuance of 5,613,374 OP units pursuant to the Listing Note Amendment, which will be converted into Ventas Class C units that are convertible into shares of Ventas Common Stock (see Note 2 — Merger Agreement). The probability input is a measure of the likelihood that the Merger will occur given legal and due diligence requirements that exist in order to close the Merger. An increase in the probability of the Merger, in isolation, would generally result in a decrease in the fair value of the OPP and an increase in the fair value of the Listing Note.

Financial instruments not carried at fair value

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, investment securities, other receivables, due to affiliates, accounts payable and dividends payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below:



(In thousands)	Level	Carrying Amount at June 30, 2014		Fair Value at June 30, 2014		Carrying Amount at December 31, 2013		Fair Value at December 31, 2013
Mortgage notes payable and premiums, net ⁽¹⁾	3	$	308,207	$	313,932	$	262,117	$	266,242
Credit facility	3	$	507,500	$	507,500	$	—	$	—
Preferred equity investment	3	$	8,800	$	8,800	$	—	$	—

(1) Carrying value includes $304.2 million and $259.3 million mortgage notes payable and $4.0 million and $2.8 million net mortgage premiums as of June 30, 2014 and December 31, 2013, respectively.

The fair value of the mortgage notes payable are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the credit facility are considered to be reported at fair value, since its interest rate varies with changes in LIBOR.

Note 12 — Interest Rate Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements will not be able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships.

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company may use interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with forecasted variable-rate debt. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

below the floor strike rate on the contract.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $0.2 million will be reclassified from other comprehensive loss as an increase to interest expense.

As of June 30, 2014 and December 31, 2013, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

June 30, 2014

December 31, 2013

Interest Rate Derivative

Number of

Instruments

Notional Amount

Number of

Instruments

Notional Amount

(In thousands)

Interest rate swaps

22,266

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of June 30, 2014 and December 31, 2013:



(In thousands)	Balance Sheet Location	June 30, 2014			December 31, 2013
Derivatives designated as hedging instruments:
Interest rate swaps	Derivatives, at fair value	$	(340	)	$	(333	)

Derivatives in Cash Flow Hedging Relationships

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2014 and 2013:



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2014			2013			2014			2013
Amount of income (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	(90	)	$	237		$	(134	)	$	222
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$	(64	)	$	(61	)	$	(127	)	$	(121	)
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing)	$	—		$	—		$	—		$	—

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's interest rate derivatives as of June 30, 2014 and December 31, 2013. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The table below provides the location that the fair value of derivative assets and liabilities are presented on the accompanying consolidated balance sheets:



									Gross Amounts Not Offset on the Balance Sheet
Derivatives (In thousands)	Gross Amounts of Recognized Liabilities			Gross Amounts Offset on the Balance Sheet		Net Amounts of Liabilities presented on the Balance Sheet			Financial Instruments		Cash Collateral Posted		Net Amount
June 30, 2014	$	(340	)	$	—	$	(340	)	$	—	$	—	$	(340	)
December 31, 2013	$	(333	)	$	—	$	(333	)	$	—	$	—	$	(333	)

Derivatives Not Designated as Hedges

Derivatives not designated as hedges are not speculative. These derivatives may be used to manage the Company's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements to be classified as hedging instruments. The Company does not have any hedging instruments that do not qualify for hedge accounting.

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligation.

As of June 30, 2014, the fair value of derivatives in a liability position related to these agreements, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $0.4 million. As of June 30, 2014, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreement at its aggregate termination value of $0.4 million at June 30, 2014.

Note 13 — Common Stock

The Company listed its common stock on the NASDAQ under the symbol "HCT" on April 7, 2014. As of June 30, 2014 and December 31, 2013, the Company had 169.3 million and 180.5 million shares of common stock outstanding, respectively, including unvested restricted stock and shares issued under the DRIP.

On April 7, 2014, the Company commenced the Tender Offer. The Tender Offer was completed on May 2, 2014 with the Company purchasing approximately 13.6 million shares of its common stock at a price of $11.00 per share, for an aggregate of $150.1 million, excluding fees and expenses relating to the Tender Offer and including fractional shares repurchased thereafter. The Company funded the Tender Offer using a drawn on its Amended Facility.

On April 11, 2014, the Company filed a universal shelf registration statement that was declared effective. The Company intends to maintain the universal shelf registration statement.

On December 10, 2011, the board of directors authorized, and the Company declared, dividends payable to stockholders of record each day during the applicable period at a rate equal to $0.0018630137 per day, or $0.68 annually, per share of common stock beginning January 1, 2012. Following the Listing, dividends are paid to stockholders of record at the close of business on the 8th day of each month and payable on the 15th day of such month. Dividend payments are dependent on the availability of funds. The board of directors may reduce the amount of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

On April 1, 2014, the Company provided notice to its stockholders that, pursuant to the terms of the DRIP, the board of directors approved an amendment to the DRIP that enables the Company to suspend the DRIP. Subsequently, the board of directors approved the suspension of the DRIP, effective March 30, 2014. The final issuance of shares of common stock pursuant to the DRIP in connection with the Company’s March 2014 dividend was paid in April 2014.

On March 30, 2014, the board of directors approved the termination of the Company’s Share Repurchase Program (“SRP”). The Company processed all of the requests received under the SRP for the first quarter of 2014 and will not process further requests. The following table reflects the cumulative number of shares repurchased under the Company's SRP cumulatively through June 30, 2014:



	Number of Requests	Number of Shares Repurchased	Average Price per Share
Cumulative repurchase requests as of December 31, 2013	122	386,968	$	9.77
Six months ended June 30, 2014	22	69,476	9.85
Cumulative repurchase requests as of June 30, 2014	144	456,444	$	9.79

Note 14 — Commitments and Contingencies

Future Minimum Lease Payments

The Company has entered into lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter under these arrangements. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.



(In thousands)	Future Minimum Lease Payments
July 1, 2014 — December 31, 2014	$	335
2015	627
2016	634
2017	641
2018	664
Thereafter	23,553
	$	26,454

Purchase Commitments

In July 2013, the Company entered into a construction advance agreement and purchase and sale agreement to initially fund the construction of, and subsequently purchase upon construction completion and rent commencement, a medical office building in Kenosha, Wisconsin for $24.5 million. As of June 30, 2014, the Company has funded $1.8 million and $19.3 million for the land and construction in progress, respectively.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Litigation

In connection with the proposed acquisition by Ventas of all of the outstanding stock of the Company, purported shareholders of the Company have filed thirteen class action lawsuits in the Circuit Court for Baltimore City, Maryland and the Supreme Court of the State of New York and federal district court in Maryland naming the Company and its board of directors, among others, as defendants. The filed actions are: Holzer v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003553 (Md. Cir. Ct.), filed June 6, 2014; Romano v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003534 (Md. Cir. Ct.) filed June 6, 2014; Brenner v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003540 (Md. Cir. Ct.) filed June 9, 2014; Schindler v. Burns, et al., Index No. 671761/2014 (N.Y. Sup. Ct.), filed June 10, 2014; Frey v. American Realty Capital Healthcare Trust, Inc. et al., Index No. 651772/2014 (N.Y. Sup. Ct.), filed June 10, 2014; Hamill v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003636, (Md. Cir. Ct.), filed June 11, 2014; Stanley v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003664 (Md. Cir. Ct.), filed June 12, 2014; Shine v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003707 (Md. Cir. Ct.), filed June 13, 2014; Uhl v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003710 (Md. Cir. Ct.), filed June 13, 2014; Kuo v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003765 (Md. Cir. Ct), filed June 17, 2014; Flor v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-003817 (Md. Cir. Ct.), filed June 19, 2014, Rosenzweig v. Schorsch et al., Case No. 1:14-CV-02019-GLR (U.S.D.C. - Dist. Md.) (Russell, D.J.), filed June 23, 2014 and Abbassi, et al. v. American Realty Capital Healthcare Trust, Inc. et al., Case No. 24-C-14-004104 (Md. Cir. Ct.), filed July 9, 2014. The Stanley, Shine, Kuo, Rosenzweig and Abbassi complaints also assert derivative claims on behalf of the Company against the individual defendants. The filed actions allege, inter alia, breach of fiduciary duty and breach of contract claims arising from the proposed acquisition of the Company by Ventas and seek (i) to enjoin the proposed acquisition and (ii) recover damages if the proposed acquisition is completed. There have been no other court filings in any of these matters.

The Company believes that such lawsuits are without merit, but the ultimate outcome of such matter cannot be predicted with certainty. Because the lawsuits are in their early stages, neither the outcome of the lawsuits nor an estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for such losses have been recorded in the accompanying consolidated financial statements for the three and six months ended June 30, 2014. An adverse judgment for monetary damages could have a material adverse effect on the operations and liquidity of the Company. A preliminary injunction could delay or jeopardize the completion of the Merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the Merger. All defendants believe that the claims are without merit and are defending against them vigorously. Additional lawsuits arising out of or related to the Merger Agreement may be filed in the future. As of June 30, 2014, there were no other material legal proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of June 30, 2014, the Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy's coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations and comprehensive loss.

Note 15 — Related Party Transactions and Arrangements

The SLP, an entity wholly owned by the Sponsor, owned 20,000 shares of the Company's outstanding common stock as of June 30, 2014 and December 31, 2013.

The Advisor, as the holder of Class B units, had the right to make a capital contribution to the OP in exchange for OP units. Pursuant to a contribution and exchange agreement entered into between the Advisor and the OP dated April 7, 2014 (the "Contribution and Exchange Agreement"), the Advisor contributed $0.8 million in cash to the OP in exchange for 83,333 OP units of the OP (see Note 19 — Non-Controlling Interests).

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

During the six months ended June 30, 2014, the Company invested $3.0 million in a real estate income fund managed by an affiliate of the Sponsor (see Note 6 — Investment Securities). There is no obligation to purchase any additional shares and the shares can be sold at any time.

Fees Paid in Connection with the IPO

The Dealer Manager was paid fees and compensation in connection with the sale of the Company's common stock in the IPO. The Dealer Manager received a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager received up to 3.0% of the gross proceeds, from the sale of common stock, before reallowance to participating broker-dealers, as a dealer manager fee. The Dealer Manager was permitted to reallow its dealer manager fee to participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support incurred as compared to those of other participating broker-dealers. The following table details total selling commissions and dealer manager fees incurred and receivable from the Dealer Manager as of and for the periods presented:



	Three Months Ended					Six Months Ended				Receivable⁽¹⁾ as of
	June 30,					June 30,				June 30,			December 31,
(In thousands)	2014			2013		2014		2013		2014			2013
Total commissions and fees incurred from the Dealer Manager	$	(19	)	$	60,913	$	—	$	117,425	$	(18	)	$	(18	)

_____________________

(1) Includes reimbursements received for selling commissions and dealer manager fees as a result of share purchase cancellations related to common stock sales prior to the close of the IPO

The Advisor and its affiliates received compensation and reimbursement for services provided in connection with the IPO. Effective March 1, 2013, the Company utilized transfer agent services provided by an affiliate of the Dealer Manager. All offering costs related to the IPO incurred by the Company, or its affiliated entities, on behalf of the Company were charged to additional paid-in capital on the accompanying consolidated balance sheets during the IPO. The following table details offering costs and reimbursements incurred from and payable to the Advisor and Dealer Manager as of and for the periods presented:



	Three Months Ended				Six Months Ended				Payable as of
	June 30,				June 30,				June 30,		December 31,
(In thousands)	2014		2013		2014		2013		2014		2013
Fees and expense reimbursements incurred from the Advisor and Dealer Manager	$	—	$	622	$	—	$	1,901	$	—	$	—

Fees Paid in Connection With the Operations of the Company

The Advisor is paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment and is reimbursed for acquisition costs incurred in the process of acquiring properties, which is expected to be approximately 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. The total of all acquisition fees, acquisition expenses and financing coordination fees (as defined below), with respect to the Company's portfolio of investments, did not exceed 4.5% of the contract purchase price of the Company's portfolio as measured at the close of the acquisition phase. On April 7, 2014, in connection with the Listing, the Company entered into the Third Amended and Restated Advisory Agreement (the "Amended Advisory Agreement") by and among the Company, the OP and the Advisor, which, among other things, terminates the acquisition fee 180 days after the Listing, or October 4, 2014 (the "Termination Date"), except for fees with respect to properties under contract, letter of intent or under negotiation as of the Termination Date.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company pays the Advisor a financing coordination fee equal to 1.0% of the amount available or outstanding under such financing, subject to certain limitations. In accordance with the Amended Advisory Agreement, the financing coordination fee terminates on the Termination Date, except for fees with respect to properties under contract, letter of intent or under negotiation as of the Termination Date.

In connection with providing strategic advisory services related to certain portfolio acquisitions, the Company has entered into arrangements in which the investment banking division of the Dealer Manager receives a transaction fee of 0.25% of the transaction value for such portfolio acquisition transactions. Should the Dealer Manager provide strategic advisory services related to additional portfolio acquisition transactions, the Company will enter into new arrangements with the Dealer Manager on such terms as may be agreed upon between the two parties.

Until the Listing, in respect of the asset management subordination, the Advisor was entitled to Class B units equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the per share price in the primary portion of the IPO, excluding commissions and dealer manager fees. In respect of this arrangement, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B units," which were intended to be profit interests and vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all dividends made equaled or exceeded the total amount of capital contributed by investors plus a 6% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). The value of issued Class B units was determined and expensed when the Company deemed the achievement of the performance condition to be probable, which occurred as of the Listing. As of April 7, 2014, in aggregate, the board of directors had approved the issuance of 1,360,362 Class B units to the Advisor in connection with this arrangement. The Advisor received dividends on unvested Class B units equal to the dividend rate received on the Company's common stock. Such dividends on issued Class B units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. The performance condition related to these Class B units was satisfied upon completion of the Listing, which resulted in $12.9 million of expense on April 7, 2014, which is included in vesting of Class B units for asset management services expense on the consolidated statement of operations and comprehensive loss. On April 7, 2014, the Class B units were converted to OP units on a one-to-one basis.

In accordance with the Amended Advisory Agreement, the asset management fee was amended to 0.50% per annum of average invested assets up to $3.0 billion and 0.40% per annum of average invested assets above $3.0 billion. The Amended Advisory Agreement also permits the asset management fee to be paid in the form of cash, OP units and shares of restricted common stock of the Company, or a combination thereof, at the Advisor's election.

Concurrently with the execution of the Merger Agreement, the Company entered into an amendment, whereby the parties have agreed to terminate the Amended Advisory Agreement immediately prior to, and contingent upon, the closing of the Merger.

Unless the Company contracts with a third party, the Company pays the Property Manager a property management fee of up to 1.5% of gross revenues from the Company's stand-alone single-tenant net leased properties and up to 2.5% of gross revenues from all other types of properties, respectively, plus market-based leasing commission applicable to the geographic location of each property. The Company also reimburses the affiliate for property level expenses. If the Company contracts directly with third parties for such services, the Company pays them customary market fees and pays the Property Manager an oversight fee of up to 1.0% of the gross revenues of the applicable property. In no event will the Company pay the Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. Concurrently with the execution of the Merger Agreement, the Company entered into an amendment (the “Property Management Agreement Amendment”). Under the Property Management Agreement Amendment, the parties have agreed to terminate the property

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

management agreement immediately prior to, and contingent upon, the closing of the Merger. The Property Management Agreement Amendment will, pursuant to its terms, automatically terminate and be of no further force or effect if the Merger Agreement is terminated in accordance with its terms.

Effective March 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees were amortized over the term of the IPO and included in acquisition and transaction related costs on the consolidated statement of operations and comprehensive loss. The Dealer Manager and its affiliates also provide transfer agency services, as well as transaction management and other professional services. After the close of the IPO, these fees were included in general and administrative expenses on the consolidated statement of operations and comprehensive loss during the period the service was provided.

The following table details amounts incurred, forgiven and payable to related parties in connection with the Company's operations-related services described above as of and for the periods presented:



	Three Months Ended June 30,								Six Months Ended June 30,								Payable as of
	2014				2013				2014				2013				June 30,		December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		2014		2013
One-time fees and reimbursements:
Acquisition fees and related cost reimbursements	$	2,218	$	—	$	1,852	$	—	$	4,533	$	—	$	2,880	$	—	$	—	$	—
Financing coordination fees	59		—		—		—		361		—		158		—		—		—
Other expense reimbursements	—		—		19		—		—		—		19		—		—		—
Ongoing fees:
Asset management services ⁽¹⁾	2,352		—		—		—		2,352		—		—		—		2,352		—
Property management and leasing fees	—		704		—		268		—		1,311		—		491		—		—
Transfer agent and other professional fees	615		—		226		—		1,197		—		226		—		377		235
Strategic advisory fees	—		—		460		—		—		—		920		—		—		—
Dividends on Class B Units	12		—		37		—		151		—		54		—		—		—
Total related party operation fees and reimbursements	$	5,256	$	704	$	2,594	$	268	$	8,594	$	1,311	$	4,257	$	491	$	2,729	$	235

___ ____________

(1) Prior to the Listing, the Company caused the OP to issue the Advisor restricted performance based Class B units for asset management services, which vested with the Listing. Amounts reflected in the table reflect asset management services following the Listing as described above.

The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that it will not reimburse the Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of average invested assets, or (b) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing administrative services, including any reimbursement for compensation to named officers of the Company, for the three and six months ended June 30, 2014 or 2013.

In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor and the Property Manager agreed to waive certain fees including property management fees during the three and six months ended June 30, 2014. Because the Advisor and the Property Manager waived certain fees, cash flows from operations that would have been paid to the Advisor and the Property Manager were available to pay dividends to stockholders. The fees that were forgiven

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

are not deferrals and accordingly, will not be paid to the Advisor or the Property Manager in any subsequent periods. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs. No such fees were absorbed during the three and six months ended June 30, 2014 or the three months ended June 30, 2013. For the six months ended June 30, 2013, the Advisor absorbed $0.3 million of the Company's general and administrative costs. The Company did not have a receivable due from the Advisor related to absorbed general and administrative costs as of June 30, 2014 and December 31, 2013. These absorbed costs are presented net in the accompanying consolidated statements of operations and comprehensive loss.

Fees Incurred in Connection with the Liquidation or Listing of the Company's Real Estate Assets

Fees Incurred in Connection with the Listing

In December 2013, the Company entered into a transaction management agreement with RCS Advisory Services, LLC, an entity owned by the Dealer Manager, to provide strategic alternatives transaction management services through the occurrence of a liquidity event and a-la-carte services thereafter. The Company agreed to pay $3.0 million pursuant to this agreement. During the three and six months ended June 30, 2014, the Company incurred $1.5 million in fees pursuant to this agreement, which includes amounts for services provided in preparation for the Listing, and is included in acquisition and transaction related costs on the consolidated statement of operations and comprehensive loss. No such amounts were incurred during the three and six months ended June 30, 2013. The Company incurred $1.5 million in fees pursuant to this arrangement during the year ended December 31, 2013 which were included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive loss. Thus the Company does not owe the Dealer Manager any more fees pursuant to this agreement.

In December 2013, the Company entered into an information agent and advisory services agreement with the Dealer Manager and American National Stock Transfer, LLC, an entity owned by the Dealer Manager, to provide in connection with a liquidity event, advisory services, educational services to external and internal wholesalers, communication support as well as proxy, tender offer or redemption and solicitation services. The Company agreed to pay $1.9 million pursuant to this agreement. During the three and six months ended June 30, 2014, the Company incurred $1.3 million of these fees pursuant to this agreement, which includes amounts for services provided in preparation for the Tender Offer, and is included in additional paid in capital on the consolidated balance sheet. No such amounts were incurred during the three and six months ended June 30, 2013. The Company incurred $0.6 million in fees pursuant to this arrangement during the year ended December 31, 2013 which were included in acquisition and transaction related costs in the consolidated statement of operations.

The investment banking division of the Dealer Manager provided the Company with strategic and financial advice and assistance in connection with (i) a possible sale transaction involving the Company (ii) the possible listing of the Company's securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Dealer Manager received a listing advisory fee equal to an amount equal to 0.25% of the transaction value. During the three and six months ended June 30, 2014, the Company incurred $6.4 million in connection with this agreement, which is included in acquisition and transaction related expenses on the consolidated statement of operations and comprehensive loss.

During the three and six months ended June 30, 2014, the Company also incurred $1.5 million of expenses with affiliated entities relating to general legal, marketing and sales services provided in connection with the Listing and other non-recurring transactions. These expenses are included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive loss.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Fees Incurred in Connection with the Merger

In May 2014, the Company entered into a transaction management agreement with RCS Advisory Services, LLC, an entity owned by the Dealer Manager, to provide, in connection with the Merger, strategic alternatives transaction management services through the occurrence of a sale transaction and a-la-carte services thereafter. The Company agreed to pay $3.0 million pursuant to this agreement. During the three and six months ended June 30, 2014, the Company incurred $2.0 million in fees pursuant to this agreement, which includes amounts for services provided in preparation for the Merger, and is included in acquisition and transaction related costs on the consolidated statement of operations and comprehensive loss. This amount is included in accounts payable and accrued expenses on the consolidated balance sheet as of June 30, 2014. No such amounts were incurred during three and six months ended June 30, 2013.

In May 2014, the Company entered into an information agent and advisory services agreement with the Dealer Manager and American National Stock Transfer, LLC, an entity owned by the Dealer Manager, to provide in connection with the Merger, advisory services, educational services to external and internal wholesalers and communication support. The Company agreed to pay $1.9 million pursuant to this agreement. During the three and six months ended June 30, 2014, the Company incurred $0.6 million of these fees pursuant to this agreement, which includes amounts for services provided in preparation for the Merger, and is included in acquisition and transaction related costs on the consolidated statement of operations and comprehensive loss. This amount is included in accounts payable and accrued expenses on the consolidated balance sheet as of June 30, 2014. No such amounts were incurred during three and six months ended June 30, 2013.

The investment banking division of the Dealer Manager provides the Company with strategic and financial advice and assistance in connection with a possible sale transaction involving the Company. The Dealer Manager will receive a transaction advisory fee equal to the greatest (i) an amount equal to 0.25% of the transaction value, (ii) $1.0 million and (iii) the highest fee payable to any co-bookrunner (or comparable person) in connection with the transaction. If the possible sale transaction does not occur, the Dealer Manger will receive a base advisor services fee of $1.0 million on the earlier of (a) the date the Dealer Manager resigns or is terminated for cause and (b) 18 months from the date of any other termination of this agreement by the Company. No such amounts were incurred during the three and six months ended June 30, 2014 or 2013.

During the three and six months ended June 30, 2014, the Company also incurred $0.1 million of expenses with affiliated entities relating to legal, consulting and other expenses provided in connection with the Merger. These expenses are included in acquisition and transaction related costs in the consolidated statement of operations and comprehensive loss.

Other Liquidation Related Fees

The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in light of the size, type and location of the property, in each case, payable to the Advisor or its affiliates, as determined by a majority of the independent directors. No such fees were incurred during the three and six months ended June 30, 2014 or 2013.

Concurrent with the Listing, the OP entered into the Listing Note (see Note 10 — Subordinated Listing Distribution Derivative) and the OPP (see Note 17 — Equity-Based Compensation).

In connection with the Listing and the Amended Advisory Agreement, the Company terminated the subordinated termination fee that would be due to the Advisor in the event of termination of the advisory agreement.

Note 16 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor and its affiliates and entities under common control with our Advisor, to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations.

Table of Contents

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Note 17 — Equity-Based Compensation

Stock Option Plan

The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan was fixed at $10.00 per share until the Listing, and thereafter the exercise price for stock options granted to the independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. Upon a change in control, unvested options will become fully vested and any performance conditions imposed with respect to the options will be deemed to be fully achieved. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of June 30, 2014 and December 31, 2013, no stock options were issued under the Plan. In connection with the Merger Agreement, the Company has agreed to terminate the Plan, contingent on the closing of the Merger.

Restricted Share Plan

The Company's employee and director incentive restricted share plan ("RSP") provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.

Prior to April 28, 2014, the RSP provided for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors vested over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. On April 28, 2014, the Company amended the RSP to, among other things, remove the fixed amount of shares that are automatically granted to the independent directors and remove the fixed vesting period of five years. Under the amended RSP, the annual amount granted to the independent directors is determined by the board of directors. Under the amended RSP, restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company.

Prior to March 30, 2014, the total number of common shares granted under the RSP could not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time, and in any event could not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). On March 30, 2014, the Company adopted an amendment to the Company’s RSP to increase the number of shares of the Company capital stock, par value $0.01 per share, available for awards thereunder to 10.0% of the Company’s outstanding shares of stock on a fully diluted basis at any time. The amendment also eliminated the RSP limit of 7.5 million shares of stock.

Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares. In connection with the Merger Agreement, the Company has agreed to terminate the RSP, contingent on the closing of the Merger.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

The following table reflects restricted share award activity to the Company's board of directors for the six months ended June 30, 2014:



	Number of Restricted Shares		Weighted-Average Issue Price
Unvested, December 31, 2013	18,000		$	9.23
Granted	225,905		9.07
Vested ⁽¹⁾	(18,000	)	9.23
Unvested, June 30, 2014	225,905		$	9.07

______________________

(1) Previously granted unvested restricted stock outstanding vested as of the Listing.

As of June 30, 2014, the Company had $2.0 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP.

The fair value of the restricted shares, based on the price per share in the IPO or the per share closing price on the NASDAQ subsequent to the IPO, is expensed over the vesting period of three or five years. Compensation expense related to restricted stock was $0.2 million and approximately $9,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. Compensation expense related to restricted stock was $0.2 million and approximately $18,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. Compensation expense of $0.1 million related to the vesting of restricted stock in connection with the Listing is recorded in acquisition and transaction costs and compensation expense of $0.1 million related to the amortization of restricted stock in connection with shares granted during the three and six months ended June 30, 2014 is recorded in equity-based compensation in the consolidated statement of operations.

Multi-Year Outperformance Plan

On the OPP Effective Date in connection with the Listing, the Company entered into the OPP with the OP and the Advisor. Under the OPP, the Advisor was issued 9,219,108 LTIP units in the OP with a maximum award value on the issuance date equal to 5.0% of the Company’s market capitalization (the “OPP Cap”). The LTIP units are structured as profits interest in the OP. Concurrently with the execution of the Merger Agreement, the Company, the OP and the Advisor entered into an agreement (the “OPP Termination Agreement”) terminating the OPP. Under the OPP Termination Agreement, the OPP will terminate without payment to the Advisor, contingent on the closing of the Merger.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

If the Merger is not completed, the Advisor may be eligible to earn a number of LTIP units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the OPP Effective Date based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and common stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the OPP Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (each, a “One-Year Period”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:



		Performance Period	Annual Period	Interim Period
Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period:		21%	7%	14%
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
•	100% will be earned if cumulative Total Return achieved is at least:	18%	6%	12%
•	50% will be earned if cumulative Total Return achieved is:	—%	—%	—%
•	0% will be earned if cumulative Total Return achieved is less than:	—%	—%	—%
•	a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:	0% - 18%	0% - 6%	0%- 12%

____________________

*The “Peer Group” is comprised of the companies in the SNL US REIT Healthcare Index.

The potential outperformance award is calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award earned for the Three-Year Period is based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period is based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP units that are unearned at the end of the performance period will be forfeited.

Until such time as the LTIP units are fully vested in accordance with the provisions of the OPP, the LTIP units are entitled to dividends equal to 10% of the dividends made on OP units. After the LTIP units are fully vested, they are entitled to a catch-up dividends and then the same dividends as the OP units. At the time the Advisor’s capital account with respect to the LTIP units is economically equivalent to the average capital account balance of the OP units and has been earned and has been vested for 30 days, the applicable LTIP units will automatically convert into OP units on a one-to-one basis. The OPP provides for early calculation of LTIP units earned and for the accelerated vesting of any earned LTIP units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three-Year Period.

Because the Advisor can terminate at any time and receive the value of the award at the next anniversary date, the estimated value of the award as of the first anniversary was expensed on the OPP Effective Date and the estimated value of the award on the second and third anniversaries is being amortized over the first year and first two years of the OPP, respectively. The estimated fair value of the award at each anniversary date is determined using a Monte Carlo simulation with certain inputs including probability of the Merger (see Note 11 — Fair Value of Financial Instruments). The fair value of the award and related expense is adjusted each reporting period for changes in the estimated value. The Company recorded an expense related to the OPP of $0.5 million for the three and six months ended June 30, 2014, which is included in general and administrative expenses on the consolidated statement of operations. Because the award can be settled in cash, the related liability is included in accounts payable and accrued expenses on the consolidated balance sheet.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Other Share-Based Compensation

Until the Listing, the Company could issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued. There were no such shares issued during the six months ended June 30, 2014. During the six months ended June 30, 2013, the Company issued 1,667 shares in lieu of payment of approximately $15,000 in cash.

Note 18 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the three and six months ended June 30, 2014 and 2013:



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net loss attributable to stockholders (in thousands)	$	(97,289	)	$	(3,258	)	$	(104,324	)	$	(6,864	)
Basic and diluted weighted average shares outstanding	175,129,424			170,124,871			178,357,402			123,834,119
Basic and diluted net loss per share attributable to stockholders	$	(0.56	)	$	(0.02	)	$	(0.58	)	$	(0.06	)

The Company had the following common share equivalents as of June 30, 2014 and 2013, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive:



	June 30,
	2014	2013
Unvested restricted stock	225,905	22,200
OP units	1,443,897	202
Class B units	—	275,135
Total common stock equivalents	1,669,802	297,537

Note 19 — Non-Controlling Interests

The Company is the sole general partner of the OP and holds the majority of OP units. The Advisor, a limited partner, held 202 OP units as of December 31, 2013, which represent a nominal percentage of the aggregate OP ownership. On April 7, 2014, 1,360,362 Class B units that were previously issued to the Advisor for asset management services were converted to OP units on a one-to-one basis. Additionally, the Advisor, as the holder of Class B units, had the right to make a capital contribution to the OP in exchange for OP units. Pursuant to the Contribution and Exchange Agreement, the Advisor contributed $0.8 million in cash to the OP in exchange for 83,333 OP units of the OP. As of June 30, 2014, the Advisor held 1,443,897 OP units. There were $0.2 million of OP unit dividends to the Advisor during the three and six months ended June 30, 2014.

A holder of OP units has the right to convert OP units for the cash value of a corresponding number of shares of the Company's common stock or a corresponding number of shares of the Company's common stock, at the Company's election, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

The Company has investment arrangements with unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company's property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries' property. Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company's involvement with each of the arrangements described in the table below and the significance of its investment in relation to the investment of the third parties, the Company has determined that it controls each entity in each of these arrangements and, therefore, the entities related to these arrangements

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

are consolidated within the Company's financial statements. A non-controlling interest is recorded for each investors' ownership interest in the property.

The following table summarizes the activity related to investment arrangements with unaffiliated third parties:



						As of June 30, 2014				Distributions
		Net Investment		Non-Controlling Ownership		Net Real Estate Assets Subject to		Mortgage Payables Subject to		Three Months Ended June 30,				Six Months Ended June 30,
Property Name (Dollar amounts in thousands)	Investment Date	Amount as of June 30, 2014		Percentage as of June 30, 2014		Investment Arrangement		Investment Arrangement		2014		2013		2014		2013
Reliant Rehabilitation - Dallas, TX	Nov. 2011	$	—	—	%	$	—	$	—	$	—	$	41	$	40	$	81
Odessa Regional MOB - Odessa, TX ⁽¹⁾	Dec. 2011	—		—	%	—		—		—		4		—		4
Methodist North MOB - Peoria, IL ⁽¹⁾	Dec. 2011	—		—	%	—		—		—		12		—		12
University of Wisconsin Health MOB - Monona, WI	Mar. 2012	2,300		25	%	8,118		5,039		48		47		93		93
Total		$	2,300			$	8,118	$	5,039	$	48	$	104	$	133	$	190

_________________

(1) During the year ended December 31, 2013, the Company fully redeemed the third parties' interest in Odessa Regional MOB and Methodist North MOB for an aggregate of $0.1 million.

(2) During the three months ended March 31, 2014, Company fully redeemed the third parties' interest in Reliant Rehabilitation - Dallas, TX for an aggregate of $2.0 million.

Note 20 — Segment Reporting

During the six months ended June 30, 2014 and 2013, the Company operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings; triple-net buildings; and seniors housing communities.

These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated in deciding how to allocate resources and in assessing performance. The medical office buildings primarily consists of medical office buildings leased to healthcare-related tenants under long-term leases, which may require such tenants to pay a pro-rata share of property-related expenses. The seniors housing communities segment primarily consists of investments in assisted living, independent living and memory care facilities located in the United States which the Company operates through engaging independent third-party managers. The triple-net buildings segment primarily consists of investments in hospitals, inpatient rehabilitation facilities and seniors housing communities under long-term leases, under which tenants are responsible to directly pay property-related expenses. The Company evaluates performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenues less property operating and maintenance expenses. There are no intersegment sales or transfers. The Company uses net operating income to evaluate the operating performance of real estate investments and to make decisions concerning the operation of the properties. The Company believes 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 operating fees to affiliates, acquisition and transaction related expenses, general and administrative expenses, depreciation and amortization expense and interest expense. Additionally, net operating income as defined by the Company may not be comparable to net operating income as defined by other REITs or companies.

For federal income tax purposes, we have elected to be taxed as a REIT beginning with our taxable year ended December 31, 2011. REIT status imposes limitations related to seniors housing communities. Generally, to qualify as a REIT, we cannot directly operate seniors housing communities. However, such facilities may generally be operated by a taxable REIT subsidiary ("TRS") pursuant to a lease with the Company. Therefore, the Company has formed multiple TRS subsidiaries under the OP to operate the seniors housing communities pursuant to contracts with unaffiliated management companies. The Company's TRS entities incurred $0.2 million and approximately $44,000 in federal and state income taxes for the three months ended June 30,

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

2014 and 2013. The Company's TRS entities incurred $0.6 million and $0.1 million in federal and state income taxes for the six months ended June 30, 2014 and 2013. Federal and state income taxes are included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss.

The following tables reconcile the segment activity to consolidated net income for the three and six months ended June 30, 2014 and 2013. The segment information for the three and six months ended June 30, 2013 have been restated to conform to the presentation applicable to the three and six months ended June 30, 2014.



	Three Months Ended June 30, 2014									Six Months ended June 30, 2014
(In thousands)	Medical Office Buildings		Triple-Net Buildings		Seniors Housing Communities		Consolidated			Medical Office Buildings		Triple-Net Buildings		Seniors Housing Communities		Consolidated
Revenues:
Rental income	$	20,753	$	8,738	$	26,093	$	55,584		$	40,721	$	13,372	$	49,008	$	103,101
Operating expense reimbursements	4,192		75		—		4,267			8,218		233		—		8,451
Resident services and fee income	—		—		4,918		4,918			—		—		9,206		9,206
Total revenues	24,945		8,813		31,011		64,769			48,939		13,605		58,214		120,758

Property operating and maintenance	4,916		163		21,159		26,238			9,688		387		39,642		49,717
Net operating income	$	20,029	$	8,650	$	9,852	$	38,531		$	39,251	$	13,218	$	18,572	$	71,041
Operating fees to affiliate							2,352									2,352
Acquisition and transaction related							22,456									25,878
Vesting of Class B units for asset management services							12,917									12,917
Fair value of listing note							58,150									58,150
General and administrative							2,674									4,592
Equity-based compensation							97									107
Depreciation and amortization							31,713									60,656
Interest expense							7,108									12,651
Income from preferred equity investment, investment securities and other income							(495		)							(795		)
Gain on sale of investment securities							(335		)							(335		)
Net loss attributable to non-controlling interests							(817		)							(808		)
Net loss attributable to stockholders							$	(97,289	)							$	(104,324	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)



	Three Months Ended June 30, 2013									Six Months ended June 30, 2013
(In thousands)	Medical Office Buildings		Triple-Net Buildings		Seniors Housing Communities		Consolidated			Medical Office Buildings		Triple-Net Buildings		Seniors Housing Communities		Consolidated
Revenues:
Rental income	$	11,325	$	3,001	$	6,559	$	20,885		$	21,027	$	5,806	$	10,039	$	36,872
Operating expense reimbursements	2,336		138		—		2,474			4,523		140		—		4,663
Resident services and fee income	—		—		578		578			—		—		1,080		1,080
Total revenues	13,661		3,139		7,137		23,937			25,550		5,946		11,119		42,615

Property operating and maintenance	2,649		146		4,649		7,444			5,265		155		7,216		12,636
Net operating income	$	11,012	$	2,993	$	2,488	$	16,493		$	20,285	$	5,791	$	3,903	$	29,979
Operating fees to affiliate							—									—
Acquisition and transaction related							2,713									4,751
General and administrative							1,240									1,481
Equity-based compensation							10									18
Depreciation and amortization							12,714									24,408
Interest expense							3,315									6,404
Income from preferred equity investment, investment securities and other income							(255		)							(255		)
Net loss attributable to non-controlling interests							14									36
Net loss attributable to stockholders							$	(3,258	)							$	(6,864	)

The following table reconciles the segment activity to consolidated total assets as of June 30, 2014 and December 31, 2013:



	June 30,		December 31,
(In thousands)	2014		2013
Assets
Investments in real estate:
Medical office buildings	$	976,264	$	948,122
Triple-net buildings	383,692		205,367
Seniors Housing Communities	612,361		423,114
Total reportable segments, net	1,972,317		1,576,603
Cash	28,695		103,447
Restricted cash	2,135		1,381
Investment securities, at fair value	19,427		14,670
Preferred equity investment	8,800		—
Prepaid expenses and other assets	26,080		17,431
Deferred costs, net	20,071		21,041
Total assets	$	2,077,525	$	1,734,573

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

Note 21 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Acquisitions

The following table presents certain information about the properties and other real estate investments that the Company acquired from July 1, 2014 to August 12, 2014:



	Number of Properties	Rentable Square Feet
Total portfolio as of June 30, 2014	147	7,522,338
Acquisitions	3	331,042
Total portfolio as of August 12, 2014	150	7,853,380

Exhibit 99.2

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013 AND 2012 AND FOR

THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

TABLE OF CONTENTS



	Page
Report of Independent Registered Public Accounting Firm	2
Consolidated Balance Sheets as of December 31, 2013 and 2012	3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2013, 2012 and 2011	4
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2012 and 2011	5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	6
Notes to Consolidated Financial Statements	8
Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation	38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

American Realty Capital Healthcare Trust, Inc.

We have audited the accompanying consolidated balance sheets of American Realty Capital Healthcare Trust, Inc. (a Maryland Corporation) and subsidiaries (the "Company") as of December 31, 2013 and 2012 and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for each of the three years in the periods ended December 31, 2013. Our audits of the basic financial statements included the financial statement schedules listed in the index appearing under Item 15(a). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 American Realty Capital Healthcare Trust, Inc. and subsidiaries as of December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the three years in the periods ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, 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/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

February 26, 2014

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



	December 31,
	2013			2012
ASSETS
Real estate investments, at cost:
Land	$	107,719		$	48,409
Buildings, fixtures and improvements	1,363,858			552,085
Construction in progress	11,112			—
Acquired intangible lease assets	181,264			77,095
Total real estate investments, at cost	1,663,953			677,589
Less: accumulated depreciation and amortization	(87,350		)	(21,262		)
Total real estate investments, net	1,576,603			656,327
Cash and cash equivalents	103,447			13,869
Restricted cash	1,381			127
Investment securities, at fair value	14,670			—
Receivable for sale of common stock	—			6,943
Prepaid expenses and other assets	17,431			5,826
Due from affiliate	—			190
Deferred costs, net	21,041			7,386
Total assets	$	1,734,573		$	690,668

LIABILITIES AND EQUITY
Mortgage notes payable	$	259,348		$	200,095
Mortgage premium, net	2,769			2,903
Credit facility	—			26,000
Note payable	—			2,500
Below-market lease liabilities, net	5,543			1,692
Derivatives, at fair value	333			643
Accounts payable and accrued expenses	17,460			5,669
Deferred rent and other liabilities	2,949			917
Distributions payable	10,427			2,962
Total liabilities	298,829			243,381
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued or outstanding at December 31, 2013 and 2012	—			—
Common stock, $0.01 par value per share, 300,000,000 authorized, 180,463,898 and 55,584,641 shares issued and outstanding at December 31, 2013 and 2012, respectively	1,805			556
Additional paid-in capital	1,591,941			476,157
Accumulated other comprehensive loss	(3,243		)	(643		)
Accumulated deficit	(158,378		)	(32,832		)
Total stockholders' equity	1,432,125			443,238
Non-controlling interests	3,619			4,049
Total equity	1,435,744			447,287
Total liabilities and equity	$	1,734,573		$	690,668

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)



	Year Ended December 31,
	2013			2012			2011
Revenues:
Rental income	$	107,754		$	30,379		$	2,561
Operating expense reimbursements	11,148			5,194			753
Resident services and fee income	6,451			165			—
Total revenues	125,353			35,738			3,314
Operating expenses:
Property operating and maintenance	46,665			6,564			863
Operating fees to affiliate	—			987			—
Acquisition and transaction related	13,606			9,433			3,415
General and administrative	4,613			905			429
Depreciation and amortization	67,456			19,320			1,535
Total operating expenses	132,340			37,209			6,242
Operating loss	(6,987		)	(1,471		)	(2,928		)
Other income (expenses):
Interest expense	(15,843		)	(9,184		)	(1,191		)
Other income	89			18			2
Income from investment securities	869			—			—
Loss on sale of investment securities	(300		)	—			—
Total other expense	(15,185		)	(9,166		)	(1,189		)
Net loss	(22,172		)	(10,637		)	(4,117		)
Net loss (income) attributable to non-controlling interests	(58		)	2			32
Net loss attributable to stockholders	(22,230		)	(10,635		)	(4,085		)

Other comprehensive loss:
Designated derivatives, fair value adjustment	310			(397		)	(246		)
Unrealized loss on investment securities, net	(2,910		)	—			—
Comprehensive loss attributable to stockholders	$	(24,830	)	$	(11,032	)	$	(4,331	)

Basic and diluted weighted average shares outstanding	151,683,551			25,008,063			1,649,649
Basic and diluted net loss per share attributable to stockholders	$	(0.15	)	$	(0.43	)	$	(2.48	)

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)



	Common Stock
	Number of Shares		Par Value			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity			Non-controlling Interests			Total Equity
Balance, December 31, 2010	20,000		$	—		$	200		$	—		$	(1	)	$	199		$	—		$	199
Issuance of common stock	6,924,696		70			68,811			—			—			68,881			—			68,881
Common stock offering costs, commissions and dealer manager fees	—		—			(12,308		)	—			—			(12,308		)	—			(12,308		)
Common stock issued through distribution reinvestment plan	31,438		—			299			—			—			299			—			299
Common stock repurchases	(6,241	)	—			(62		)	—			—			(62		)	—			(62		)
Share-based compensation	13,556		—			57			—			—			57			—			57
Distributions declared	—		—			—			—			(1,022		)	(1,022		)	—			(1,022		)
Contributions from non-controlling interest holders	—		—			—			—			—			—			2,144			2,144
Other comprehensive loss	—		—			—			(246		)	—			(246		)	—			(246		)
Net loss	—		—			—			—			(4,085		)	(4,085		)	(32		)	(4,117		)
Balance, December 31, 2011	6,983,449		70			56,997			(246		)	(5,108		)	51,713			2,112			53,825
Issuance of common stock	47,997,987		480			477,532			—			—			478,012			—			478,012
Common stock offering costs, commissions and dealer manager fees	—		—			(63,990		)	—			—			(63,990		)	—			(63,990		)
Common stock issued through distribution reinvestment plan	690,994		7			6,557			—			—			6,564			—			6,564
Common stock repurchases	(108,361	)	(1		)	(1,065		)	—			—			(1,066		)	—			(1,066		)
Share-based compensation	20,572		—			126			—			—			126			—			126
Distributions declared	—		—			—			—			(17,089		)	(17,089		)	—			(17,089		)
Contributions from non-controlling interest holders	—		—			—			—			—			—			2,300			2,300
Distributions to non-controlling interest holders	—		—			—			—			—			—			(361		)	(361		)
Other comprehensive loss	—		—			—			(397		)	—			(397		)	—			(397		)
Net loss	—		—			—			—			(10,635		)	(10,635		)	(2		)	(10,637		)
Balance, December 31, 2012	55,584,641		556			476,157			(643		)	(32,832		)	443,238			4,049			447,287
Issuance of common stock	119,784,507		1,199			1,188,762			—			—			1,189,961			—			1,189,961
Common stock offering costs, commissions and dealer manager fees	—		—			(121,209		)	—			—			(121,209		)	—			(121,209		)
Common stock issued through distribution reinvestment plan	5,353,449		53			50,804			—			—			50,857			—			50,857
Common stock repurchases	(272,366	)	(3		)	(2,651		)	—			—			(2,654		)	—			(2,654		)
Share-based compensation	13,667		—			114			—			—			114			—			114
Distributions declared	—		—			—			—			(103,316		)	(103,316		)	—			(103,316		)
Distributions to non-controlling interest holders	—		—			—			—			—			—			(380		)	(380		)
Increase in interest in Odessa Regional MOB and Methodist North MOB	—		—			(36		)	—			—			(36		)	(108		)	(144		)
Other comprehensive loss	—		—			—			(2,600		)	—			(2,600		)	—			(2,600		)
Net income (loss)	—		—			—			—			(22,230		)	(22,230		)	58			(22,172		)
Balance, December 31, 2013	180,463,898		$	1,805		$	1,591,941		$	(3,243	)	$	(158,378	)	$	1,432,125		$	3,619		$	1,435,744

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Year Ended December 31,
	2013			2012			2011
Cash flows from operating activities:
Net loss attributable to stockholders	$	(22,230	)	$	(10,635	)	$	(4,085	)
Adjustment to reconcile net loss attributable to stockholders to net cash provided by (used in) operating activities:
Depreciation	42,526			15,066			1,174
Amortization of intangible assets	24,930			4,254			361
Amortization of deferred financing costs	3,982			1,267			122
Amortization of mortgage premium	(826		)	(315		)	—
Accretion of below-market lease liabilities and amortization of above-market lease assets, net	444			306			59
Net loss attributable to non-controlling interests	58			(2		)	(32		)
Bad debt expense	735			—			—
Share-based compensation	114			126			57
Loss on sale of investment securities	300			—			—
Changes in assets and liabilities:
Prepaid expenses and other assets	(9,248		)	(5,076		)	(750		)
Due from affiliate	190			—			—
Accounts payable and accrued expenses	10,004			2,046			772
Deferred rent and other liabilities	2,032			756			161
Net cash provided by (used in) operating activities	53,011			7,793			(2,161		)
Cash flows from investing activities:
Investment in real estate and other assets	(920,541		)	(452,546		)	(53,348		)
Deposits for real estate	(3,590		)	—			—
Capital expenditures	(707		)	—			—
Purchase of investment securities	(19,593		)	—			—
Proceeds from sale of investment securities	1,713			—			—
Net cash used in investing activities	(942,718		)	(452,546		)	(53,348		)
Cash flows from financing activities:
Proceeds from notes payable	—			—			4,500
Payments of note payable	(2,500		)	—			(2,000		)
Proceeds from mortgage notes payable	—			34,777			—
Payments of mortgage notes payable	(474		)	(42		)	(20		)
Proceeds from credit facility	—			65,000			—
Payments on credit facility	(26,000		)	(39,000		)	—
Payments of deferred financing costs	(17,160		)	(5,996		)	(2,779		)
Proceeds from issuance of common stock	1,196,904			471,474			68,476
Common stock repurchases	(2,404		)	(701		)	(37		)
Payments of offering costs and fees related to stock issuances	(122,309		)	(63,372		)	(11,549		)
Distributions paid	(44,994		)	(7,910		)	(376		)
Due from/to affiliate	—			(190		)	(80		)
Contributions from non-controlling interest holders	—			—			4,444
Payments to non-controlling interest holders	(144		)	—			—
Distributions to non-controlling interest holders	(380		)	(361		)	—
Restricted cash	(1,254		)	(95		)	(32		)
Net cash provided by financing activities	979,285			453,584			60,547
Net change in cash	89,578			8,831			5,038
Cash and cash equivalents, beginning of period	13,869			5,038			—
Cash and cash equivalents, end of period	$	103,447		$	13,869		$	5,038

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Year Ended December 31,
	2013		2012		2011
Supplemental Disclosures:
Cash paid for interest	$	12,031	$	7,801	$	629

Non-Cash Investing and Financing Activities:
Mortgage notes payable assumed or used to acquire investments in real estate	$	59,727	$	54,639	$	110,741
Premiums on assumed mortgage notes payable	692		3,218		—
Liabilities assumed in real estate acquisitions	2,637		968		396
Common stock issued through distribution reinvestment plan	50,857		6,564		299
Reclassification of deferred offering costs	—		—		844

The accompanying notes are an integral part of these statements.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 1 — Organization

American Realty Capital Healthcare Trust, Inc. (the "Company"), incorporated on August 23, 2010, is a Maryland corporation that qualified as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2011. On February 18, 2011, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11, as amended (File No. 333-169075) (the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covered up to 25.0 million shares of common stock available pursuant to a distribution reinvestment plan (the "DRIP") under which the Company's common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock at a price initially equal to $9.50 per share, which was 95% of the offering price in the IPO.

On April 12, 2013, the Company registered an additional 25.0 million shares to be used under the DRIP (as amended to include a direct stock purchase component) pursuant to a registration statement on Form S-3 (File No. 333-187900). In April 2013, the Company completed the issuance of the 150.0 million shares of common stock registered in connection with its IPO, plus 1.2 million DRIP shares, and as permitted, reallocated the remaining 23.8 million DRIP shares, available under the Registration Statement to the primary offering. On April 26, 2013, the Company closed the IPO following the successful achievement of its target equity raise, including the shares reallocated from the DRIP. As of December 31, 2013, the Company had 180.5 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP, and had received total proceeds of $1.8 billion, including proceeds from shares issued under the DRIP. As of December 31, 2013, the aggregate value of all the common stock outstanding was $1.8 billion based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP).

The Company was formed to primarily acquire a diversified portfolio of income producing real estate properties, focusing predominantly on medical office buildings and healthcare-related facilities. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. The Company purchased its first property and commenced real estate operations in June 2011. As of December 31, 2013, the Company owned 114 properties with an aggregate purchase price of $1.6 billion, comprised of 5.8 million rentable square feet.

Substantially all of the Company's business is conducted through American Realty Capital Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the "OP"). The Company has no direct employees. The Company has retained American Realty Capital Healthcare Advisors, LLC (the "Advisor") to manage its affairs on a day-to-day basis. The Company has retained American Realty Capital Healthcare Properties, LLC (the "Property Manager") to serve as the Company's property manager. Realty Capital Securities, LLC (the "Dealer Manager") served as the dealer manager of the IPO. The Advisor and Property Manager are wholly owned entities of, and the Dealer Manager is under common ownership with, the Company's sponsor, American Realty Capital V, LLC (the "Sponsor") and, as a result of which, they are related parties and each has received or may receive compensation and fees for services related to the IPO and for the investment and management of the Company's assets. Such entities have received or may receive fees during the offering, acquisition, operational and liquidation stages.

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The accompanying consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and consolidated joint venture arrangements in which the Company has controlling financial interests. The portions of the consolidated joint venture arrangements not owned by the Company were presented as noncontrolling interests as of and during the period consolidated. All inter-company accounts and transactions have been eliminated in consolidation.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

The Company evaluates its relationships and investments to determine if it has variable interests. A variable interest is an investment or other interest that will absorb portions of an entity's expected losses or receive portions of the entity's expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a variable interest entity ("VIE"). A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (2) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE's operations.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company's ability to direct the activities that most significantly impact the entity's economic performance, its form of ownership interest, its representation on the entity's governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and to replace the manager of and/or liquidate the entity.

The Company continually evaluates the need to consolidate joint ventures based on standards set forth in GAAP. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, power to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a VIE for which the Company is the primary beneficiary.

In addition, the Company evaluates its investments in marketable securities to determine if they represent variable interests in VIEs. As of December 31, 2013, the Company determined that investments in marketable securities are variable interests in VIEs, of which the Company is not the primary beneficiary because it does not have the ability to direct the activities of the VIEs that most significantly impact each entity's economic performance. The Company's maximum exposure to loss from these investments does not exceed the carrying value on the accompanying consolidated balance sheet.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, real estate taxes and derivative financial instruments and hedging activities, as applicable.

Real Estate Investments

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

The Company is required to make subjective assessments as to the useful lives of the Company's properties for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company's investments in real estate. These assessments have a direct impact on the Company's net income because if the Company were to shorten the expected useful lives of the Company's investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

The Company is required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the statement of operations for all periods presented. Properties that are intended to be sold are to be designated as "held for sale" on the consolidated balance sheet.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Impairment of Long Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

Allocation of Purchase Price of Acquired Assets

The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings, fixtures and tenant improvements are based on cost segregation studies performed by independent third-parties or the Company's analysis of comparable properties in its portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships.

The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 12 months. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized.

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values are amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

The aggregate value of intangible assets related to customer relationships is measured based on the Company's evaluation of the specific characteristics of each tenant's lease and its overall relationship with the tenant. Characteristics considered in determining these values include the nature and extent of the existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals, among other factors.

The value of in-place leases is amortized to expense over the initial term of the respective leases, which is approximately one to 25 years. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Acquired intangible assets and lease liabilities consist of the following as of the periods presented:



	December 31,
(In thousands)	2013		2012
Intangible assets:
In-place leases, net of accumulated amortization of $28,763 and $4,568 at December 31, 2013 and 2012, respectively	$	143,819	$	68,247
Above-market leases, net of accumulated amortization of $1,239 and $516 at December 31, 2013 and 2012, respectively	7,443		3,764
Total intangible lease assets, net	$	151,262	$	72,011
Intangible liabilities:
Below-market leases, net of accumulated accretion of $564 and $143 at December 31, 2013 and 2012, respectively	$	5,543	$	1,692
Total intangible lease liabilities, net	$	5,543	$	1,692

The following table provides the weighted-average amortization and accretion periods for intangible assets and liabilities as of December 31, 2013 and the projected amortization expense and adjustments to revenues for the next five years:



(In thousands)	Weighted- Average Amortization Period	2014			2015			2016			2017			2018
In-place leases	8.8	$	32,916		$	14,976		$	14,286		$	13,425		$	11,727

Above-market lease assets	8.6	$	(1,171	)	$	(1,127	)	$	(1,063	)	$	(942	)	$	(687	)
Below-market lease liabilities	6.9	795			785			752			522			356
Total to be deducted from rental income		$	(376	)	$	(342	)	$	(311	)	$	(420	)	$	(331	)

Construction in Progress

Construction in progress represents the ground-up development of a medical office building which the Company plans to hold as long-term investment in real estate. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company will cease cost capitalization when the property is deemed available for occupancy and a lease has commenced for the property.

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. As of December 31, 2012, $0.3 million was held in an overnight repurchase agreement with the Company's financial institution, in which excess funds over an established threshold were being swept daily. No funds were held in an overnight purchase agreement, as of December 31, 2013.

The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. At December 31, 2013 and 2012, the Company had deposits of $103.4 million and $13.9 million, of which $93.8 million and $4.3 million, respectively, were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Restricted Cash

Restricted cash primarily consists of reserves related to lease expirations as well as maintenance, structural, and debt service reserves.

Deferred Costs, Net

Deferred costs, net, consists of deferred financing costs and deferred leasing costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method and included in interest expense on the accompanying consolidated statements of operations and comprehensive loss. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.

Deferred leasing costs, consisting primarily of lease commissions and costs incurred in connection with new leases, are deferred and amortized over the term of the lease.

Share Repurchase Program

The Company's board of directors has adopted a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below.

Prior to the time that the Company's shares are listed on a national securities exchange and until the Company establishes an estimated value for the shares, the purchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $9.25 or 92.5% of the amount they actually paid for each share; after two years from the purchase date —the lower of $9.50 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $9.75 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $10.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). The Company will begin establishing an estimated value for its shares based on the value of its real estate and real estate-related investments beginning 18 months after the close of its offering. Beginning 18 months after the completion of the Company's offering (excluding common shares issued under the DRIP), the board of directors will determine the value of the properties and the other assets based on such information as the board determines appropriate, which is expected to include independent valuations of properties or of the Company as a whole, prepared by third-party service providers.

The Company is only authorized to repurchase shares pursuant to the SRP up to the value of the shares issued under the DRIP and will limit the amount spent to repurchase shares in a given quarter to the value of the shares issued under the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year (or 1.25% per calendar quarter).

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

When a stockholder requests repurchases and the repurchases are approved by the Company's board of directors, it will reclassify such obligation from equity to a liability based on the settlement value of the obligation. The following table reflects the number of shares repurchased for the years ended December 31, 2013, 2012 and 2011.



	Number of Requests	Number of Shares Repurchased	Average Price per Share
Year ended December 31, 2011	3	6,241	$	10.00
Year ended December 31, 2012	27	108,361	9.83
Year ended December 31, 2013 ⁽¹⁾	92	272,366	9.75
Cumulative repurchase requests as of December 31, 2013 ⁽¹⁾	122	386,968	$	9.77

_________________


(1)	Includes 25 unfulfilled repurchase requests consisting of 66,553 shares at an average price per share of $9.62, which were approved for repurchase as of December 31, 2013 and completed in February 2014. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheet.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased under the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying consolidated balance sheet in the period distributions are declared. During the years ended December 31, 2013 and 2012, the Company issued 5.4 million and 0.7 million shares of common stock with a value of $50.9 million and $6.6 million, respectively, and a par value per share of $0.01, under the DRIP.

Derivative Instruments

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions.

The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

Revenue Recognition

The Company's rental income is primarily related to rent received from tenants in medical office buildings and other healthcare-related facilities and residents in seniors housing communities. Rent paid by each tenant in the Company's three operating segments, excluding seniors housing communities under the RIDEA structure, are recorded in accordance with the terms of each lease on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. Rental income from residents in the Company's seniors housing communities are recognized as earned. Residents pay a monthly rent that covers occupancy of their unit and basic services, including utilities, meals and some housekeeping services. The terms of the rent are short term in nature, primarily month-to-month. The Company defers the revenue related to lease payments received from tenants and residents in advance of their due dates.

Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.

Resident services and fee income relates to ancillary services performed for residents in the Company's seniors housing communities. Fees for ancillary services are recorded in the period in which the services are performed.

The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the consolidated statements of operations.

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. These costs include but not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for the salaries of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company was obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company, provided that the Advisor was obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 1.5% of gross offering proceeds. As a result, these costs were only a liability of the Company to the extent selling commissions, the dealer manager fee and other organization and offering costs did not exceed 11.5% of the gross proceeds determined at the end of the IPO. As of the end of the IPO in April 2013, offering costs were less than 11.5% of the gross proceeds received in the IPO. (See Note 12 — Related Party Transactions and Arrangements).

Share-Based Compensation

The Company has a stock-based incentive award plan for its directors, which is accounted for under the guidance of share based payments. The expense for such awards is included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met. (See Note 14 — Share-Based Compensation).

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Income Taxes

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the tax year ended December 31, 2011. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, and so long as it distributes at least 90% of its REIT taxable income. The Company distributed to its stockholders 100% of its ordinary taxable income for each of the years ended December 31, 2013, 2012 and 2011. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income was recorded in the Company's financial statements. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

The following table details the composition of the Company's tax expense for the year ended December 31, 2013, which includes federal and state income taxes incurred by the Company's TRS entities. These income taxes are reflected in general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss. The Company did not incur any federal or state tax expenses during the year ended December 31, 2012 and 2011.



	Year Ended December 31, 2013
(In thousands)	Expense		Deferred
Federal	$	296	$	90
State	228		20
	$	524	$	110

As of December 31, 2013, the Company owned 26 seniors housing communities, that are owned by a taxable REIT subsidiary ("TRS"), which are owned by the OP. A TRS is subject to federal, state and local income taxes. Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers 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 the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax benefit. Deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities of the TRSs for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets and liabilities as of December 31, 2013 and 2012 consisted of deferred rent, depreciation and net operating loss carry forwards. As of December 31, 2013, the Company had a deferred tax asset of $0.6 million and a valuation allowance of $0.5 million. The Company did not have any deferred tax assets as of December 31, 2012.

The TRSs have federal and state net operating loss carry forwards as of December 31, 2013 and 2012 of $0.5 million, which will expire through 2034. The Company has concluded that it is more likely than not that the net operating loss carry forwards will not be utilized during the carry forward period and as such the Company has established a valuation allowance against these deferred tax assets.

As of December 31, 2013, the Company had no material uncertain income tax position. The tax years subsequent to and including the fiscal year ended December 31, 2010 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Per Share Data

Net income (loss) attributed to stockholders per basic share of common stock is calculated by dividing net income (loss) by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) attributed to stockholders per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period and is calculated using the if-converted method whereby the Company assumes that dilutive securities are converted at the beginning of the fiscal period or at the time of issuance, whichever is later.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Reportable Segments

The Company has determined that it has three reportable segments, from activities related to investing in medical office buildings and outpatient facilities; seniors housing communities; and hospitals, post-acute care and other facilities. Management evaluates the operating performance of the Company's investments in real estate and seniors housing communities on an individual property level.

Recently Issued Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board ("FASB") issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance was effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In July 2012, the FASB issued revised guidance intended to simplify how an entity tests indefinite-lived intangible assets for impairment. The amendments allow an entity to initially assess initially qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity is no longer required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments were effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The guidance was effective for annual and interim periods beginning after December 15, 2012. The adoption of this guidance, which is related to disclosure only, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued new accounting guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 3 — Real Estate Investments

The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2013, 2012 and 2011.



	Year Ended December 31,
(Dollar amounts in thousands)	2013			2012			2011
Real estate investments, at cost:
Land	$	59,310		$	38,193		$	10,216
Buildings, fixtures and improvements	811,596			421,572			130,594
Construction in progress	11,112			—			—
Total tangible assets	882,018			459,765			140,810
Acquired intangibles:
In-place leases	100,480			52,169			20,695
Above-market lease assets	5,371			744			3,536
Below-market lease liabilities	(4,272		)	(1,307		)	(556		)
Total assets acquired, net	983,597			511,371			164,485
Mortgage notes payable assumed or used to acquire real estate investments	(59,727		)	(54,639		)	(110,741		)
Premium on mortgages assumed	(692		)	(3,218		)	—
Other liabilities assumed	(2,637		)	(968		)	(396		)
Cash paid for acquired real estate investments	$	920,541		$	452,546		$	53,348
Number of properties purchased	64			36			14

Land, buildings, fixtures and improvements and in-place lease intangibles of $122.3 million, are comprised of $9.4 million, $98.5 million and $14.4 million, respectively, which have been provisionally assigned to each class of asset, pending receipt of information being prepared by a third-party specialist. The following table reflects the number and related purchase prices of properties acquired, excluding land and related construction in progress, during the years ended December 31, 2013, 2012 and 2011:



	Number of Properties	Base Purchase Price
		(In thousands)
Year ended December 31, 2011	14	$	164,485
Year ended December 31, 2012	36	508,108
Year ended December 31, 2013	64	970,000
Total portfolio as of December 31, 2013	114	$	1,642,593

The following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2013, had been consummated on January 1, 2011. Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to reclass acquisition and transaction related expenses of $15.6 million from the year ended December 31, 2013 to the year ended December 31, 2011.



	Year Ended December 31,
(In thousands)	2013			2012			2011
Pro forma revenues	$	208,815		$	169,907		$	51,468
Pro forma net income attributable to stockholders	$	(6,568	)	$	(14,088	)	$	(20,563	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013



(In thousands)	Future Minimum Base Rental Cash Payments
2014	$	92,407
2015	93,373
2016	93,719
2017	92,314
2018	86,782
Thereafter	552,618
	$	1,011,213

The following table lists the tenants (including for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented approximately 10% or greater of total annualized rental income for all portfolio properties on a straight-line basis as of December 31, 2013, 2012 and 2011:



	December 31,
Tenant	2013	2012	2011
UnitedHealth Group Incorporated	9.9%	*	*
Reliant Rehabilitation	*	9.6%	22.9%
Carson Tahoe Regional Healthcare	*	*	11.4%
Global Rehabilitation Hospital	*	*	10.1%

_________________


*	Tenant's annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income for all tenants as of the period specified.

The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues. No other tenant represents approximately 10% or more of annualized rental income as of December 31, 2013, 2012 and 2011.

The following table lists the states where the Company has concentrations of properties where annualized rental income represented approximately 10% of or more consolidated annualized rental income as of December 31, 2013, 2012 and 2011:



	December 31,
State	2013	2012	2011
Florida	10.2%	*	*
Georgia	18.2%	22.4%	*
Illinois	*	10.8%	14.5%
Nevada	*	*	31.1%
Oregon	10.3%	*	*
Texas	14.0%	21.3%	45.8%

_________________


*	State's annualized rental income on a straight-line basis was not 10% or more of total annualized rental income for all portfolio properties as of the period specified.

Table of Contents

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 4 — Investment Securities

As of December 31, 2013, the Company had investments in common stock, redeemable preferred stock and a senior note with a fair value of $14.7 million. These investments are considered available-for-sale securities and therefore increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive loss as a component of equity on the consolidated balance sheets unless the securities are considered to be permanently impaired, at which time the losses would be reclassified to expense.

The following table details the unrealized gains and losses on investment securities as of December 31, 2013. The Company did not have any such investments as of December 31, 2012.



	December 31, 2013
(In thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Investment securities	$	17,580	$	202	$	(3,112	)	$	14,670

Unrealized losses as of December 31, 2013 were considered temporary and therefore no impairment was recorded during the year ended December 31, 2013. During the year ended December 31, 2013, the Company sold investments in common stock and senior notes with a cost basis of $2.0 million for $1.7 million, resulting in a realized loss on sale of investment securities of $0.3 million.

The Company's preferred stock investments are redeemable at the respective issuer's option after five years from issuance. The senior note matures in 29.2 years and has an interest rate of 5.5% as of December 31, 2013.

Note 5 — Credit Facility

On May 25, 2012, the Company entered into a senior revolving credit facility in the aggregate principal amount of $50.0 million, as amended, (the "Credit Facility") with KeyBank National Association ("Key Bank"). On October 25, 2012, the Company entered into an amendment, which increased the maximum commitments under the Credit Facility to $200.0 million with an "accordion" feature to increase aggregate commitments, subject to certain conditions, up to a maximum of $400.0 million.

Pursuant to the Credit Facility, the Company had the option, based on it's corporate leverage, to have the Credit Facility advances priced at either: (a) LIBOR, plus an applicable margin that ranges from 2.00% to 3.00%; or (b) the Base Rate, plus an applicable margin that ranges from 0.75% to 1.75%. Base Rate was defined in the Credit Facility as the greater of (i) the fluctuating annual rate of interest announced from time to time by KeyBank as its "prime rate" or (ii) 0.5% above the federal funds effective rate. The Credit Facility required an unused fee per annum of 0.3% and 0.2%, if the unused balance of the facility exceeded or was equal to or less than 50% of the available facility, respectively.

On July 24, 2013, the Company entered into an unsecured amended and restated credit agreement (the "Amended Facility") which allows for total borrowings of up to $755.0 million, comprised of a $500.0 million term loan component and a $255.0 million revolving loan component. The Amended Facility also contains a subfacility for letters of credit of up to $25.0 million. The Amended Facility contains an "accordion feature" to allow the Company, under certain circumstances, to increase the aggregate term loan borrowings under the Amended Facility to up to $750.0 million and the aggregate revolving loan borrowings to up to $450.0 million, or up to $1.2 billion of total borrowings. Availability of borrowings is based on a pool of eligible unencumbered real estate assets.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

As of December 31, 2012, the balance under the Credit Facility was $26.0 million. This balance was repaid in full in January 2013. There were no advances outstanding as of December 31, 2013. The Company's unused borrowing capacity was $315.3 million, based on the assets assigned to the Amended Facility as of December 31, 2013. Availability of borrowings is based on a pool of eligible unencumbered real estate assets.

The Credit Facility and Amended Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of December 31, 2013, the Company was in compliance with the financial covenants under the Amended Facility agreement.

Note 6 — Note Payable

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 7 — Mortgage Notes Payable

The Company's mortgage notes payable as of December 31, 2013 and 2012 consist of the following:



		Outstanding Loan Amount as of December 31,				Effective
Portfolio	Encumbered Properties	2013		2012		Interest Rate			Interest Rate	Maturity
		(In thousands)		(In thousands)
Texarkana ASC - Texarkana, TX	1	$	2,143	$	2,187	5.58	%		Fixed	Jun. 2016
Carson Tahoe Specialty Medical Center - Carson City, NV ⁽¹⁾	3	21,751		21,751		5.08	%		Fixed	Sep. 2015
Durango Medical Plaza - Las Vegas, NV ⁽¹⁾	1	17,172		17,172		5.08	%		Fixed	Sep. 2015
CareMeridian Rehabilitation - Phoenix, AZ ⁽¹⁾	1	6,936		6,936		5.08	%		Fixed	Sep. 2015
Reliant Rehabilitation - Dallas, TX ⁽¹⁾	1	24,850		24,850		5.15	%		Fixed	Sep. 2015
Select Rehabilitation - San Antonio, TX ⁽¹⁾	1	12,714		12,714		5.15	%		Fixed	Sep. 2015
Spring Creek Medical Plaza - Tomball, TX ⁽¹⁾	1	7,477		7,477		5.15	%		Fixed	Sep. 2015
Odessa Regional MOB - Odessa, TX	1	4,047		4,047		4.09	%	⁽²⁾	Fixed	Dec. 2016
Methodist North MOB - Peoria, IL	1	13,544		13,544		3.99	%	⁽²⁾	Fixed	Dec. 2016
University of Wisconsin Health MOB - Monona, WI	1	5,039		5,039		4.00	%		Fixed	Apr. 2017
Reliant Rehabilitation - Houston, TX ⁽¹⁾	1	13,437		13,437		4.98	%		Fixed	Sep. 2015
Village Healthcare Center - Santa Ana ⁽¹⁾	1	1,906		1,906		4.98	%		Fixed	Sep. 2015
Sisters of Mercy Building - Springfield, MO	1	5,500		5,500		4.11	%		Fixed	Sep. 2017
East Pointe Medical Plaza - Lehigh Acres, FL	1	5,260		5,260		4.11	%		Fixed	Sep. 2017
Unitron Hearing Building - Plymouth, MN	1	4,000		4,000		4.11	%		Fixed	Sep. 2017
Carson Tahoe MOB West - Carson City, NV	1	4,675		4,675		3.88	%	⁽²⁾	Fixed	Jun. 2017
Aurora Health Care Portfolio	3	49,600		49,600		5.60	%		Fixed	Jan. 2017
Princeton Village - Clackamas, OR	1	3,114		—		7.48	%		Fixed	Jan. 2031
Pelican Pointe - Klamath Falls, OR	1	12,460		—		5.16	%		Fixed	Apr. 2022
Fayette MOB - Fayetteville, GA	1	6,986		—		5.18	%		Fixed	Sep. 2015
Benton House - Anderson, SC	1	8,149		—		4.86	%		Fixed	Dec. 2018
Benton House - Covington, GA	1	8,121		—		5.26	%		Fixed	May 2019
Arbor Terrace - Asheville, SC	1	9,497		—		5.58	%		Fixed	Feb. 2018
Arbor Terrace - Decatur, GA	1	10,970		—		5.57	%		Fixed	Jan. 2018
Total	28	$	259,348	$	200,095	5.09	%	⁽³⁾

_________________

(1)


(2)	Fixed as a result of entering into a swap agreement.


(3)	Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2013.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

The following table summarizes the scheduled aggregate principal payments for the five years subsequent to December 31, 2013:



(In thousands)	Future Principal Payments
2014	$	1,038
2015	113,975
2016	20,545
2017	75,041
2018	27,346
Thereafter	21,403
	$	259,348

Some of the Company's mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios. As of December 31, 2013 and 2012, the Company was in compliance with financial covenants under its mortgage notes payable agreements.

Note 8 — Fair Value of Financial Instruments

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2013 and 2012, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

The Company has investments in common stock, redeemable preferred stock and senior notes that are traded in active markets and therefore, due to the availability of quoted market prices in active markets, the Company has classified these investments as level 1 in the fair value hierarchy.

The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of December 31, 2013 and 2012, aggregated by the level in the fair value hierarchy within which those instruments fall.



(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2			Significant Unobservable Inputs Level 3		Total
December 31, 2013
Interest rate swaps	$	—	$	(333	)	$	—	$	(333	)
Investment securities	$	14,670	$	—		$	—	$	14,670
December 31, 2012
Interest rate swaps	$	—	$	(643	)	$	—	$	(643	)

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2013 or 2012.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, due to affiliates, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below.



		Carrying Amount at		Fair Value at		Carrying Amount at		Fair Value at
(In thousands)	Level	December 31, 2013		December 31, 2013		December 31, 2012		December 31, 2012
Mortgage notes payable and premiums, net	3	$	262,117	$	266,242	$	202,998	$	209,906
Credit facility	3	$	—	$	—	$	26,000	$	26,000
Note payable	3	$	—	$	—	$	2,500	$	2,851

The fair value of the mortgage notes payable and note payable are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the credit facility are considered to be reported at fair value, since its interest rate varies with changes in LIBOR.

Note 9 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company may use derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company, and its affiliates, may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Cash Flow Hedges of Interest Rate Risk

As of December 31, 2013 and 2012, the Company had the following outstanding interest rate derivatives that were designated as a cash flow hedge of interest rate risk:

December 31, 2013

December 31, 2012

Interest Rate Derivative

Number of

Instruments

Notional Amount

Number of

Instruments

Notional Amount

(In thousands)

Interest Rate Swaps

22,266

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the balance sheets as of December 31, 2013 and 2012:



(In thousands)	Balance Sheet Location	December 31, 2013			December 31, 2012
Derivatives designated as hedging instruments:
Interest Rate Swaps	Derivatives, at fair value	$	(333	)	$	(643	)

Derivatives in Cash Flow Hedging Relationships

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2013 and 2012:



	Year Ended December 31,
(In thousands)	2013			2012			2011
Amount of income (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	62		$	(624	)	$	(246	)
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$	(248	)	$	(227	)	$	—
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion and amount excluded from effectiveness testing)	$	—		$	—		$	—

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Offsetting Derivatives

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of December 31, 2013 and 2012. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The table below provides the location that the fair value of derivative assets and liabilities are presented on the accompanying consolidated balance sheets:



									Gross Amounts Not Offset on the Balance Sheet
Derivatives (In thousands)	Gross Amounts of Recognized Liabilities			Gross Amounts Offset on the Balance Sheet		Net Amounts of Liabilities presented on the Balance Sheet			Financial Instruments		Cash Collateral Posted		Net Amount
December 31, 2013	$	(333	)	$	—	$	(333	)	$	—	$	—	$	(333	)
December 31, 2012	$	(643	)	$	—	$	(643	)	$	—	$	—	$	(643	)

Derivatives Not Designated as Hedges

Credit-risk-related Contingent Features

The Company has an agreement with its derivative counterparty that contains a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligation.

As of December 31, 2013, the fair value of derivatives in a liability position related to these agreements, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $0.4 million. As of December 31, 2013, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreement at its aggregate termination value of $0.4 million at December 31, 2013.

Note 10 — Common Stock

As of December 31, 2013 and 2012, the Company had 180.5 million and 55.6 million shares of common stock outstanding, including DRIP issuances, from total proceeds of $1.8 billion and $553.0 million, respectively.

On December 10, 2011, the board of directors authorized, and the Company declared, its current distribution rate, which is calculated based on stockholders of record each day during the applicable period, at a rate of $0.0018630137 per day or $0.68 annually per share of common stock beginning January 1, 2012. The Company's distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 11 — Commitments and Contingencies

Future Minimum Lease Payments

The Company entered into lease agreements related to certain acquisitions under leasehold interests arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items.



(In thousands)	Future Minimum Base Cash Rental Payments Due
2014	$	613
2015	620
2016	626
2017	633
2018	656
Thereafter	23,109
	$	26,257

Purchase Commitments

In July 2013, the Company entered into a construction advance agreement and purchase and sale agreement to initially fund the construction of, and subsequently purchase upon construction completion and rent commencement, a medical office building in Kenosha, Wisconsin for $24.5 million. As of December 31, 2013, the Company has funded $1.7 million and $11.1 million for the land and construction in progress, respectively.

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company or its properties.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of December 31, 2013, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.

Property Damages

On October 20, 2013, an electrical transformer malfunctioned at the Company's Michiana Oncology property located in Mishiwaka, Indiana, resulting in significant electrical damage within a portion of the building. The tenant completed the work necessary to repair the damage in December 2013. The tenant's property and other insurance absorbed the cost of fixing the damage. The Company does not expect any insurance or legal claims to arise from this incident. The tenant remained current with their rental obligations, and no loss of revenue was incurred by the Company.

Note 12 — Related Party Transactions and Arrangements

American Realty Capital Healthcare Special Limited Partnership, LLC, an entity wholly owned by the Sponsor, owned 20,000 shares of the Company's outstanding common stock as of December 31, 2013 and 2012.

Fees Paid in Connection with the IPO

The Dealer Manager was entitled to receive fees and compensation in connection with the sale of the Company's common stock in the IPO. The Dealer Manager received a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager received up to 3.0% of the gross proceeds, from the sale of common stock, before reallowance to participating broker-deals, as a dealer-manager fee. The

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Dealer Manager was permitted to reallow its dealer-manager fee to such participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support incurred as compared to those of other participating broker-dealers. The following table details total selling commissions and dealer manager fees incurred from and due to the Dealer Manager as of and for the periods presented:



	Year Ended December 31,						Payable as of December 31,
(In thousands)	2013		2012		2011		2013			2012
Total commissions and fees from the Dealer Manager ⁽¹⁾	$	117,343	$	47,412	$	6,733	$	(18	)	$	625

_________________


(1)	Includes reimbursements received for selling commissions and dealer manager fees as a result of share purchase cancellations related to common stock sales prior to the close of the IPO.

The Advisor and its affiliates received compensation and reimbursement for services relating to the IPO. Effective March 1, 2013, the Company utilized transfer agent services provided by an affiliate of the Dealer Manager. All offering costs incurred by the Company, or its affiliated entities, on behalf of the Company were charged to additional paid-in capital on the accompanying consolidated balance sheets during the IPO. The following table details offering costs and reimbursements incurred from and due to the Advisor and Dealer Manager as of and for the periods presented:



	Year Ended December 31,						Payable as of December 31,
(In thousands)	2013		2012		2011		2013		2012
Fees and expense reimbursements from the Advisor and Dealer Manager	$	1,901	$	13,717	$	2,997	$	—	$	73

The Company was responsible for offering and related costs from the IPO, excluding selling commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs in excess of the 1.5% cap as of the end of the IPO were to be the Advisor's responsibility. As of the end of the IPO, offering and related costs, excluding selling commissions and dealer manager fees, did not exceed 1.5% of gross proceeds received from the IPO. In aggregate, offering costs including selling commissions and dealer manager fees are the Company's responsibility up to a maximum of 11.5% of the gross proceeds received from the IPO as determined at the end of our IPO. As of the end of the IPO in April 2013, offering costs were less than 11.5% of the gross proceeds received in the IPO.

Fees Paid in Connection With the Operations of the Company

The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment and is reimbursed for acquisition costs incurred in the process of acquiring properties, which is expected to be approximately 0.5% of the contract purchase price. In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fee) payable with respect to a particular investment exceed 4.5% of the contract purchase price. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) shall not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment, as applicable for all the assets acquired.

In connection with providing strategic advisory services related to certain portfolio acquisitions, the Company has entered into arrangements in which the investment banking division of the Dealer Manager receives a transaction fee of 0.25% of the Transaction Value for such portfolio acquisition transactions. Pursuant to such arrangements to date, the Transaction Value has been defined as: (i) the value of the consideration paid or to be paid for all the equity securities or assets in connection with the sale transaction or acquisition transaction (including consideration payable with respect to convertible or exchangeable securities and option, warrants or other exercisable securities and including dividends or distributions and equity security

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

repurchases made in anticipation of or in connection with the sale transaction or acquisition transaction), or the implied value for all the equity securities or assets of the Company or acquisition target, as applicable, if a partial sale or purchase is undertaken, plus (ii) the aggregate value of any debt, capital lease and preferred equity security obligations (whether consolidated, off-balance sheet or otherwise) of the Company or acquisition target, as applicable, outstanding at the closing of the sale transaction or acquisition transaction), plus (iii) the amount of any fees, expenses and promote paid by the buyer(s) on behalf of the Company or the acquisition target, as applicable. Should the Dealer Manager provide strategic advisory services related to additional portfolio acquisition transactions, the Company will enter into new arrangements with the Dealer Manager on such terms as may be agreed upon between the two parties.

Until October 1, 2012, the Company paid the Advisor a fee of 0.75% per annum of average invested assets to provide asset management services. Average invested assets is defined as the average of the aggregate book value of assets invested, directly or indirectly, in properties, mortgage loans and other debt financing investments and other real estate-related investments secured by real estate before reserves for depreciation or bad debts or other similar non-cash reserves. However, the asset management fee was reduced by any amounts payable to the Property Manager as an oversight fee (as described below), such that the aggregate of the asset management fee and the oversight fee did not exceed 0.75% per annum of average invested assets. Such asset management fee was payable on a monthly basis, at the discretion of the Company's board, in cash, common stock or restricted stock grants, or any combination thereof. The asset management fee was reduced to the extent, if any, that the Company's funds from operations, as adjusted, during the six months ending on the last calendar quarter immediately preceding the date the asset management fee was payable was less than the distributions declared with respect to such six month period.

Effective October 1, 2012, the payment of asset management fees in monthly installments in cash, shares or restricted stock grants, or any combination thereof to the Advisor was eliminated. Instead the Company issues (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B units," which are intended to be profit interests and will vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Such Class B units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met.

The calculation of the asset management fees has also been revised to pay a fee equal to: (i) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (ii) the value of one share of common stock as of the last day of such calendar quarter. When and if approved by the board of directors, the Class B units are expected to be issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. As of December 31, 2013, the Company cannot determine the probability of achieving the performance condition. The value of issued Class B units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor receives distributions on unvested Class B units equal to the distribution rate received on the Company's common stock. Such distributions on issued Class B units are included in general and administrative expenses in the consolidated statement of operations and comprehensive loss until the performance condition is considered probable to occur. During the year ended December 31, 2013, the board of directors approved the issuance of 709,180 Class B Units to the Advisor in connection with this arrangement. There were no such Class B Units issued as of December 31, 2012.

Unless the Company contracts with a third party, the Company will pay the Property Manager a property management fee of up to 1.5% of gross revenues from the Company's stand-alone single-tenant net leased properties and up to 2.5% of gross revenues from all other types of properties, respectively, plus market-based leasing commission applicable to the geographic location of each property. The Company will also reimburse the affiliate for property level expenses. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed. In no event will the Company pay the Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Effective March 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees were amortized over the term of the IPO and included in acquisition and transaction related costs on the consolidated statement of operations and comprehensive loss. The Dealer Manager and its affiliates also provide transfer agency services, as well as transaction management and other professional services. These fees are also included in general and administrative expenses on the consolidated statement of operations and comprehensive loss during the period the service was provided.

The following table details amounts incurred, forgiven and payable to related parties in connection with the Company's operations-related services described above as of and for the periods presented:



	Year Ended December 31,
	2013				2012				2011				Payable as of December 31,
(In thousands)	Incurred		Forgiven		Incurred		Forgiven		Incurred		Forgiven		2013		2012
One-time fees and reimbursements:
Acquisition fees and related cost reimbursements, net⁽¹⁾	$	5,909	$	—	$	7,851	$	—	$	2,699	$	—	$	—	$	143
Transaction fee	306		—		—		—		—		—		—		—
Financing coordination fees	8,166		—		2,882		—		1,279		—		—		—
Other expense reimbursements	—		—		149		—		—		—		—		—
Ongoing fees:
Asset management fees⁽²⁾	—		—		987		597		—		154		—		—
Property management	—		1,394		—		446		—		39		—		—
Transfer agent and other professional fees	1,475		—		—		—		—		—		235		—
Strategic advisory fees	920		—		—		—		—		—		—		—
Distributions on Class B Units	220		—		—		—		—		—		—		—
Total related party operation fees and reimbursements	$	16,996	$	1,394	$	11,869	$	1,043	$	3,978	$	193	$	235	$	143

_________________

(1) During the year ended December 31, 2013, the Advisor reimbursed the Company $4.7 million for acquisition expenses and legal reimbursements incurred.

(2) Effective October 1, 2012, the Company issues (subject to approval by the board of directors) to the Advisor restricted performance based Class B units for asset management services, which will be forfeited immediately if certain conditions occur.

The Company will reimburse the Advisor's costs of providing administrative services, subject to the limitation that it will not reimburse the Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of average invested assets, or (b) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing administrative services for the years ended December 31, 2013, 2012 or 2011.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor and the Property Manager agreed to waive certain fees including asset management and property management fees. Because the Advisor and the Property Manager waived certain fees, cash flows from operations that would have been paid to the Advisor and the Property Manager were available to pay distributions to stockholders. The fees that were forgiven are not deferrals and accordingly, will not be paid to the Advisor or the Property Manager in any subsequent periods. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs. For the years ended December 31, 2013 and 2012, the Advisor absorbed $0.3 million and $0.2 million of the Company's general and administrative costs. There were no general and administrative costs absorbed by the Advisor during the year ended December 31, 2011. These costs are presented net in the accompanying consolidated statements of operations and

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

comprehensive loss. The Company did not have a receivable due from the Advisor related to the absorbed general and administrative costs as of December 31, 2013 and 2011. As of December 31, 2012, the Company had a receivable of $0.2 million due from the Advisor related to absorbed general and administrative costs as presented on the accompanying consolidated balance sheets.

As the Company's real estate portfolio matures, the Company expects cash flows from operations (reported in accordance with GAAP) to cover a more significant portion of distributions and over time to cover the entire distribution. As the cash flows from operations become more significant, the Advisor and/or the Property Manager may discontinue their past practice of forgiving fees and may charge the full fees owed to them in accordance with the Company's agreements with such parties.

Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets

In December 2013, the Company entered into an information agent and advisory services agreement with Realty Capital Securities and American National Stock Transfer, entities owned by the Dealer Manager, to provide in connection with a liquidity event, advisory services, educational services to external and internal wholesalers, communication support as well as proxy, tender offer or redemption and solicitation services. The Company agreed to pay $1.9 million pursuant to this agreement. As of December 31, 2013, the Company has incurred an aggregate of $0.6 million of expenses pursuant to this agreement, which includes amounts for services provided as of that date, and is included in acquisition and transaction related costs on the accompanying consolidated statement of operations and comprehensive loss and in accounts payable and accrued expenses on the accompanying consolidated balance sheet.

The investment banking division of the Dealer Manager provides the Company with strategic and financial advice and assistance in connection with (i) a possible sale transaction involving the Company (ii) the possible listing of the Company's securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Dealer Manager will receive a listing advisory fee equal to the greatest of (i) an amount equal to 0.25% of Transaction Value (as defined above), (ii) $1.0 million and (iii) the highest fee payable to any co-bookrunner (or comparable person) in connection with the listing. If one of the above events does not occur, the Dealer Manager will receive a base advisory services fee of $1.0 million on the earlier of (a) the date the Dealer Manager resigns or is terminated for cause and (b) 18 months from the date of any other termination of this agreement by the Company. No such amounts were incurred during years ended December 31, 2013, 2012 or 2011.

The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in light of the size, type and location of the property, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors. No such fees were incurred during the years ended December 31, 2013, 2012 or 2011.

The Company will pay a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of an annual 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors. The Company cannot assure that it will provide this 6.0% return, but the Advisor will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 6% cumulative non-compounded return on their capital contributions. No such amounts were incurred during the years ended December 31, 2013, 2012 or 2011.

If the Company is listed on an exchange, the Company will pay a subordinated incentive listing distribution of 15.0% of the amount by which the sum of the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Company cannot assure that it will provide this 6.0% return, but the Advisor will not be entitled to the subordinated incentive listing fee unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions. No such amounts were incurred during years ended December 31, 2013, 2012, or 2011. Neither the Advisor nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated incentive listing distribution. The subordinated incentive listing distribution will be paid in the form of a non-interest bearing promissory note that will be repaid from the net sale proceeds of each sale of a property, loan or other investment after the date of the listing.

Upon termination or non-renewal of the advisory agreement, the Advisor will receive distributions from the Company payable in the form of a non-interest bearing promissory note. In addition, the Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

Note 13 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor and its affiliates and entities under common ownership with our Advisor, to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations.

Note 14 — Share-Based Compensation

Stock Option Plan

The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan is fixed at $10.00 per share. Once the Company begins calculating a fair market value of the common stock, the exercise price for stock options granted to the independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of December 31, 2013 and 2012, no stock options were issued under the Plan.

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company's shares of common stock on a fully diluted basis at any time, and in any event will not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock shall be subject to the same restrictions as the underlying restricted shares. The following table reflects restricted share award activity for the years ended December 31, 2013, 2012, and 2011:



	Number of Common Shares		Weighted-Average Issue Price
Unvested, January 1, 2011	—		$	—
Granted	9,000		10.00
Unvested, December 31, 2011	9,000		10.00
Granted	12,000		9.25
Vested	(1,800	)	10.00
Forfeitures	(2,400	)	10.00
Unvested, December 31, 2012	16,800		9.46
Granted	12,000		9.00
Vested	(10,800	)	9.28
Unvested, December 31, 2013	18,000		$	9.23

As of December 31, 2013, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted average period of 3.9 years.

The fair value of the restricted shares, based on the price per share in the IPO, excluding commissions, is being expensed over the vesting period of five years. Compensation expense related to restricted stock was $0.1 million, $27,000 and $16,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

Other Share-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at the respective director's election. There are no restrictions on the shares issued. The following table reflects the shares of common stock issued to directors in lieu of cash compensation for the years ended December 31, 2013, 2012, and 2011:



	Year Ended December 31,
	2013		2012		2011
Shares issued in lieu of cash	1,667		10,972		4,556
Value of shares issued in lieu of cash (in thousands)	$	15	$	99	$	41

Note 15 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2013, 2012 and 2011:



	Year Ended December 31,
	2013			2012			2011
Net loss attributable to stockholders (in thousands)	$	(22,230	)	$	(10,635	)	$	(4,085	)
Basic and diluted weighted average common shares outstanding	151,683,551			25,008,063			1,649,649
Basic and diluted net loss per share attributable to stockholders	$	(0.15	)	$	(0.43	)	$	(2.48	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

The Company had the following common share equivalents as of December 31, 2013, 2012 and 2011, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been antidilutive:



	December 31,
	2013	2012	2011
Unvested restricted stock	18,000	16,800	9,000
OP Units	202	202	202
Class B Units	709,180	—	—
Total common share equivalents	727,382	17,002	9,202

Note 16 — Non-Controlling Interests

The Company is the sole general partner and holds a majority of all of the units of limited partner interests in the OP ("OP Units"). As of December 31, 2013 and 2012, the Advisor, a limited partner, held 202 OP Units, which represents a nominal percentage of the aggregate OP ownership. A holder of OP Units has the right to convert OP Units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock of the Company, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

The Company has investment arrangements with unaffiliated third parties whereby such investors receive an ownership interest in certain of the Company's property-owning subsidiaries and are entitled to receive a proportionate share of the net operating cash flow derived from the subsidiaries' property. Upon disposition of a property subject to non-controlling interest, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company's involvement with each of the arrangements described in the table below and the significance of its investment in relation to the investment of the third parties, the Company has determined that it controls each entity in each of these arrangements and therefore the entities related to these arrangements are consolidated within the Company's financial statements. A non-controlling interest is recorded for each investors' ownership interest in the property.

The following table summarizes the activity related to investment arrangements with unaffiliated third parties:



					As of December 31, 2013				As of December 31, 2012				Distributions
		Net Investment		Non-Controlling Ownership	Net Real Estate Assets Subject to		Mortgage Payables Subject to		Net Real Estate Assets Subject to		Mortgage Payables Subject to		Year Ended December 31,
Property Name (Dollar amounts in thousands)	Investment Date	Amount as of December 31, 2013		Percentage as of December 31, 2013	Investment Arrangement		Investment Arrangement		Investment Arrangement		Investment Arrangement		2013		2012
Reliant Rehabilitation - Dallas, TX	Nov. 2011	$	2,000	20%	$	31,735	$	24,850	$	32,981	$	24,850	$	162	$	166
Odessa Regional MOB - Odessa, TX ⁽¹⁾	Dec. 2011	—		—%	—		—		7,036		4,047		7		—
Methodist North MOB - Peoria, IL ⁽¹⁾	Dec. 2011	—		—%	—		—		23,795		13,544		24		—
University of Wisconsin Health MOB - Monona, WI	Mar. 2012	2,300		25%	8,739		5,039		8,993		5,039		187		195
Total		$	4,300		$	40,474	$	29,889	$	72,805	$	47,480	$	380	$	361

_________________

(1) During the year ended December 31, 2013, the Company fully redeemed the third parties' interest in Odessa Regional MOB and Methodist North MOB for an aggregate of $0.1 million.

Note 17 — Segment Reporting

During the years ended December 31, 2013 and 2012, the Company operated in three reportable business segments for management and internal financial reporting purposes: medical office buildings and outpatient facilities; seniors housing communities; and hospitals, post-acute care and other facilities. The Company did not own any seniors housing communities and therefore, operated in two reportable business segments during the year ended December 31, 2011.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

These operating segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated in deciding how to allocate resources and in assessing performance. The medical office buildings and outpatient facilities segment primarily consists of investing in medical office buildings and leasing those properties to healthcare-related tenants under long-term leases, which may require such tenants to pay property-related expenses. The seniors housing communities segment primarily consists of investments in seniors housing communities located in the United States which we lease or engage independent third-party managers. The hospital, post-acute care and other facilities primarily consists of investments in hospitals and inpatient rehabilitation facilities under long-term leases, which require such tenants to pay property-related expenses. The Company evaluates performance of the combined properties in each segment based on net operating income. Net operating income is defined as total revenues less property operating and maintenance expenses. There are no intersegment sales or transfers. The Company uses net operating income to evaluate the operating performance of real estate investments and to make decisions concerning the operation of the property. The Company believes 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 operating fees to affiliates, acquisition and transaction related expenses, general and administrative expenses, depreciation and amortization expense and interest expense. Additionally, net operating income as defined by the Company 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, 2013, 2012 and 2011:



	Year Ended December 31, 2013
(In thousands)	Medical Office Buildings and Outpatient Facilities		Seniors Housing Communities		Hospitals, Post-Acute Care and Other Facilities		Consolidated
Revenues:
Rental income	$	45,917	$	41,890	$	19,947	$	107,754
Operating expense reimbursements	8,352		—		2,796		11,148
Resident services and fee income	—		6,451		—		6,451
Total revenues	54,269		48,341		22,743		125,353

Property operating and maintenance	10,235		33,152		3,278		46,665
Net operating income	$	44,034	$	15,189	$	19,465	78,688
Operating fees to affiliate							—
Acquisition and transaction related							13,606
General and administrative							4,613
Depreciation and amortization							67,456
Interest expense							15,843
Income from investments							(869		)
Other income							(89		)
Loss on sale of investment securities							300
Net loss attributable to non-controlling interests							58
Net loss attributable to stockholders							$	(22,230	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013



	Year Ended December 31, 2012
(In thousands)	Medical Office Buildings and Outpatient Facilities		Seniors Housing Communities		Hospitals, Post-Acute Care and Other Facilities		Consolidated
Revenues:
Rental income	$	15,839	$	1,740	$	12,800	$	30,379
Operating expense reimbursements	2,520		—		2,674		5,194
Resident services and fee income	—		165		—		165
Total revenues	18,359		1,905		15,474		35,738

Property operating and maintenance	2,734		1,101		2,729		6,564
Net operating income	$	15,625	$	804	$	12,745	29,174
Operating fees to affiliate							987
Acquisition and transaction related							9,433
General and administrative							905
Depreciation and amortization							19,320
Interest expense							9,184
Income from investments							—
Other income							(18		)
Loss on sale of investment securities							—
Net loss attributable to non-controlling interests							(2		)
Net loss attributable to stockholders							$	(10,635	)



	Year Ended December 31, 2011
(In thousands)	Medical Office Buildings and Outpatient Facilities		Seniors Housing Communities		Hospitals, Post-Acute Care and Other Facilities		Consolidated
Revenues:
Rental income	$	1,086	$	—	$	1,475	$	2,561
Operating expense reimbursements	173		—		580		753
Resident services and fee income	—		—		—		—
Total revenues	1,259		—		2,055		3,314

Property operating and maintenance	280		—		583		863
Net operating income	$	979	$	—	$	1,472	2,451
Operating fees to affiliate							—
Acquisition and transaction related							3,415
General and administrative							429
Depreciation and amortization							1,535
Interest expense							1,191
Income from investments							—
Other income							(2		)
Loss on sale of investment securities							—
Net loss attributable to non-controlling interests							(32		)
Net loss attributable to stockholders							$	(4,085	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

The following table reconciles the segment activity to consolidated total assets as of December 31, 2013 and 2012:



	December 31,		December 31,
(In thousands)	2013		2012
Assets
Investments in real estate:
Medical office buildings and outpatient facilities	$	779,228	$	407,062
Seniors housing communities	442,863		85,249
Hospitals, post-acute care and other facilities	354,512		164,016
Total reportable segments, net	1,576,603		656,327
Cash	103,447		13,869
Restricted cash	1,381		127
Investment securities, at fair value	14,670		—
Receivable for sale of common stock	—		6,943
Prepaid expenses and other assets	17,431		5,826
Due from affiliate	—		190
Deferred costs, net	21,041		7,386
Total assets	$	1,734,573	$	690,668

Note 18 – Quarterly Results (Unaudited)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2013, 2012 and 2011:



	Quarters Ended
(In thousands, except for share amounts)	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013
Total revenues	$	18,678		$	23,937		$	34,147		$	48,591
Net loss attributable to stockholders	$	(3,606	)	$	(3,258	)	$	(5,475	)	$	(9,891	)
Basic and diluted weighted average common shares outstanding	77,029,025			170,124,871			178,231,121			179,929,602
Basic and diluted net loss per share attributable to stockholders	$	(0.05	)	$	(0.02	)	$	(0.03	)	$	(0.05	)



	Quarters Ended
(In thousands, except for share amounts)	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012
Total revenues	$	4,707		$	6,875		$	10,194		$	13,962
Net loss attributable to stockholders	$	(1,424	)	$	(3,456	)	$	(2,061	)	$	(3,694	)
Basic and diluted weighted average common shares outstanding	9,742,753			18,017,661			28,039,574			43,990,171
Basic and diluted net loss per share attributable to stockholders	$	(0.15	)	$	(0.19	)	$	(0.07	)	$	(0.08	)

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013



	Quarters Ended
(In thousands, except for share amounts)	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011
Total revenues	$	—		$	12		$	436		$	2,866
Net loss attributable to stockholders	$	(35	)	$	(277	)	$	(1,118	)	$	(2,655	)
Basic and diluted weighted average common shares outstanding	20,000			230,133			1,510,422			4,787,183
Basic and diluted net loss per share attributable to stockholders	NM			$	(1.20	)	$	(0.74	)	$	(0.55	)

_________________

NM - Not Meaningful

Note 19 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Acquisitions

The following table presents certain information about the properties that the Company acquired from January 1, 2014 to February 26, 2014:



	Number of Properties	Rentable Square Feet	Base Purchase Price ⁽¹⁾
			(In thousands)
Total portfolio as of December 31, 2013	114	5,830,271	$	1,642,593
Acquisitions	6	393,264	129,525
Total portfolio as of February 26, 2014	120	6,223,535	$	1,772,118

_________________

(1) Contract purchase price, excluding acquisition related costs.

American Realty Capital Healthcare Trust, Inc.

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2013

(dollar amounts in thousands)



						Initial Costs				Subsequent to Acquisition
Property	State	Acquisition Date		Encumbrances at December 31, 2013		Land		Building and Improvements		Building and Improvements		Gross Amount at December 31, 2013 ^{(1) (2)}			Accumulated Depreciation ^{(3) (4)}
Texarkana ASC - Texarkana	TX	6/21/2011		$	2,143	$	786	$	3,143	$	—	$	3,929		$	468
DaVita Dialysis - Marked Tree	AR	6/30/2011	⁽⁵⁾	—		64		1,219		—		1,283			180
DaVita Dialysis - Rockford	IL	7/25/2011	⁽⁵⁾	—		—		1,797		—		1,797			204
Carson Tahoe Specialty Medical Center - Carson City	NV	9/19/2011		21,751		2,205		22,934		—		25,139			3,349
Durango Medical Plaza - Las Vegas	NV	9/19/2011		17,172		2,389		16,065		56		18,428		⁽⁶⁾	2,604
CareMeridian Rehabilitation - Phoenix	AZ	9/15/2011		6,936		804		7,236		—		8,040			923
Reliant Rehabilitation - Dallas	TX	11/22/2011		24,850		1,422		27,024		—		28,446			3,190
Select Rehabilitation - San Antonio	TX	11/22/2011		12,714		1,447		13,027		—		14,474			1,538
Spring Creek Medical Plaza - Tomball	TX	11/22/2011		7,477		705		7,314		1		7,490		⁽⁶⁾	875
Odessa Regional MOB- Odessa	TX	12/19/2011		4,047		—		6,463		—		6,463			797
Methodist North MOB - Peoria	IL	12/19/2011		13,544		—		21,917		—		21,917			2,131
Cooper Health MOB I - Willingboro	NJ	12/29/2011	⁽⁵⁾	—		394		2,455		62		2,911			288
Village Healthcare Center - Santa Ana	CA	1/13/2012		1,906		1,584		2,376		—		3,960			269
BioLife Sciences Building - Denton	TX	1/20/2012	⁽⁵⁾	—		1,027		4,109		—		5,136			370
University of Wisconsin Health MOB - Monona	WI	3/6/2012		5,039		816		7,344		—		8,160			628
Carson Tahoe MOB West - Carson City	NV	3/8/2012		4,675		—		7,111		—		7,111			823
Henry Ford Dialysis Center - Southfield	MI	3/15/2012	⁽⁵⁾	—		126		2,402		—		2,528			207
Sisters of Mercy Building - Springfield	MO	4/10/2012		5,500		490		9,311		—		9,801			760
East Pointe Medical Plaza - Lehigh Acres	FL	4/18/2012		5,260		473		8,980		—		9,453			698
DaVita Dialysis - Paoli	IN	5/4/2012	⁽⁵⁾	—		167		1,503		—		1,670			118
Reliant Rehabilitation - Houston	TX	5/9/2012		13,437		1,330		25,262		—		26,592			2,386
PAPP Clinic - Newnan	GA	5/14/2012	⁽⁵⁾	—		955		3,821		65		4,841			297
Unitron Hearing Building - Plymouth	MN	5/15/2012		4,000		822		7,394		—		8,216			656
Cooper Health MOB II - Willingboro	NJ	5/22/2012	⁽⁵⁾	—		158		3,923		—		4,081			368
Fresenius Medical - Metairie	LA	5/23/2012	⁽⁵⁾	—		660		2,642		—		3,302			197
Sunnyvale Medical Plaza - Sunnyvale	TX	5/31/2012	⁽⁵⁾	—		951		10,290		—		11,241			1,053
Texas Clinic at Arlington - Arlington	TX	5/31/2012	⁽⁵⁾	—		2,689		16,833		143		19,665			1,559
Pinnacle Health - Harrisburg	PA	6/12/2012	⁽⁵⁾	—		485		10,797		—		11,282			1,028
Cancer Care Partners - Mishawaka	IN	6/15/2012	⁽⁵⁾	—		1,188		22,578		—		23,766			1,668
Aurora Health Care - Hartford	WI	7/26/2012		19,120		2,295		20,659		—		22,954			1,366
Aurora Health Care - Neenah	WI	7/26/2012		7,840		470		8,932		—		9,402			591
Aurora Health Care - Two Rivers	WI	7/26/2012		22,640		1,359		25,816		—		27,175			1,707
Baylor Institute for Rehabilitation - Fort Worth	TX	8/22/2012	⁽⁵⁾	—		1,413		12,720		—		14,133			961
Bronson Lakeview - Paw Paw	MI	9/27/2012	⁽⁵⁾	—		1,362		25,871		—		27,233			1,509

American Realty Capital Healthcare Trust, Inc.

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2013

(dollar amounts in thousands)



					Initial Costs		Subsequent to Acquisition
Property	State	Acquisition Date		Encumbrances at December 31, 2013	Land	Building and Improvements	Building and Improvements	Gross Amount at December 31, 2013 ^{(1) (2)}	Accumulated Depreciation ^{(3) (4)}
Benton Village - Palm Coast	FL	11/21/2012	⁽⁵⁾	—	1,053	15,446	—	16,499	607
Benton House - Douglasville	GA	11/21/2012	⁽⁵⁾	—	1,201	13,104	—	14,305	519
Benton Village - Stockbridge	GA	11/21/2012	⁽⁵⁾	—	1,770	14,303	20	16,093	592
Benton House - Sugar Hill	GA	11/21/2012	⁽⁵⁾	—	1,337	14,216	—	15,553	566
Benton House - Newnan	GA	12/4/2012	⁽⁵⁾	—	1,023	18,505	—	19,528	659
Advocate Beverly Center - Chicago	IL	11/28/2012	⁽⁵⁾	—	1,971	12,451	—	14,422	700
Rush Copley POB I - Aurora	IL	11/29/2012	⁽⁵⁾	—	—	23,236	—	23,236	1,331
CareMeridian Rehabilitation - La Mesa	CA	12/14/2012	⁽⁵⁾	—	1,313	3,938	—	5,251	242
Wellmont Blue Ridge MOB - Bristol	TN	12/27/2012	⁽⁵⁾	—	218	4,143	—	4,361	193
Albany Medical Center MOB - Albany	NY	12/28/2012	⁽⁵⁾	—	3,693	9,534	—	13,227	507
Michiana Oncology - Mishawaka	IN	12/28/2012	⁽⁵⁾	—	1,794	17,137	—	18,931	810
Metro Health - Wyoming	MI	12/28/2012	⁽⁵⁾	—	826	4,682	—	5,508	218
Rush Copley POB II - Aurora	IL	12/28/2012	⁽⁵⁾	—	—	23,553	—	23,553	1,398
North Valley Orthopedic Surgery Center - Phoenix	AZ	12/31/2012	⁽⁵⁾	—	1,174	6,652	—	7,826	310
Scott & White Healthcare - Kingsland	TX	2/21/2013	⁽⁵⁾	—	196	3,733	—	3,929	145
Salem Medical - Woodstown	NJ	3/1/2013	⁽⁵⁾	—	162	3,086	—	3,248	120
Northside East Cobb Medical Campus - Marietta	GA	3/22/2013	⁽⁵⁾	—	764	16,165	196	17,125	863
Rex Wellness Center - Garner	NC	3/27/2013	⁽⁵⁾	—	790	7,110	—	7,900	249
Princeton Village - Clackamas	OR	3/28/2013		3,114	766	5,813	—	6,579	148
Pelican Pointe - Klamath Falls	OR	3/28/2013		12,460	357	19,179	—	19,536	461
Lakeview Terrace - Lake Havasu	AZ	4/3/2013	⁽⁵⁾	—	369	7,009	—	7,378	260
Crystal Lakes Medical Arts - Crystal Lake	IL	4/30/2013	⁽⁵⁾	—	1,577	15,349	—	16,926	555
St. Francis Cancer Center - Midlothian	VA	5/2/2013	⁽⁵⁾	—	—	16,578	—	16,578	707
Advocate Good Shepard - Crystal Lake	IL	5/2/2013	⁽⁵⁾	—	471	6,628	—	7,099	410
Dakota Ridge Medical Center - Littleton	CO	5/2/2013	⁽⁵⁾	—	553	6,332	—	6,885	418
Pheasant Pointe - Molalla	OR	5/3/2013	⁽⁵⁾	—	621	6,627	—	7,248	145
Cedar Village - Salem	OR	5/3/2013	⁽⁵⁾	—	617	10,148	—	10,765	210
Ocean Ridge - Coos Bay	OR	5/3/2013	⁽⁵⁾	—	1,621	11,127	6	12,754	288
Spectrum Health MOB - Wyoming	MI	5/15/2013	⁽⁵⁾	—	1,504	13,538	—	15,042	421
Memorial Hermann MOB - Houston	TX	6/4/2013	⁽⁵⁾	—	602	11,430	—	12,032	311
UC Davis MOB - Folsom	CA	6/17/2013	⁽⁵⁾	—	707	7,553	29	8,289	207
Wyndcrest - Rochester	IL	7/1/2013	⁽⁵⁾	—	276	4,587	—	4,863	76
Fayette MOB - Fayetteville	GA	7/16/2013		6,986	—	15,326	—	15,326	364
Garden House - Anderson	SC	7/26/2013		8,149	520	12,187	—	12,707	170
Arbor Terrace - Athens	GA	7/31/2013	⁽⁵⁾	—	1,265	15,877	33	17,175	196
Arbor Terrace of Cascade - Atlanta	GA	7/31/2013	⁽⁵⁾	—	1,762	6,890	13	8,665	120
Arbor Terrace - Decatur (Land)	GA	7/31/2013		—	1,788	—	—	1,788	—
Arbor Terrace - Largo	FL	7/30/2013	⁽⁵⁾	—	1,052	6,691	2	7,745	102

American Realty Capital Healthcare Trust, Inc.

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2013

(dollar amounts in thousands)



					Initial Costs		Subsequent to Acquisition
Property	State	Acquisition Date		Encumbrances at December 31, 2013	Land	Building and Improvements	Building and Improvements	Gross Amount at December 31, 2013 ^{(1) (2)}	Accumulated Depreciation ^{(3) (4)}
Arbor - Terrace of Knoxville	TN	7/31/2013	⁽⁵⁾	—	364	16,292	—	16,656	213
Barrington Terrace - Fort Myers	FL	7/31/2013	⁽⁵⁾	—	1,522	14,359	—	15,881	239
Barrington Terrace - Naples	FL	7/31/2013	⁽⁵⁾	—	1,684	20,181	24	21,889	305
Clearwater Springs - Vancouver	WA	8/1/2013	⁽⁵⁾	—	740	9,799	—	10,539	141
Redwood Heights - Salem	OR	8/1/2013	⁽⁵⁾	—	1,070	10,077	—	11,147	145
Ocean Crest - Coos Bay	OR	8/1/2013	⁽⁵⁾	—	235	3,453	—	3,688	56
Benton House - Covington	GA	8/2/2013		8,121	1,025	12,115	—	13,140	173
Via Christi Clinic - Wichita	KS	8/20/2013		—	705	6,341	—	7,046	99
United Healthcare - Cypress	CA	9/24/2013		—	310	47,879	—	48,189	578
United Healthcare - Indianapolis	IN	9/24/2013		—	4,160	28,037	—	32,197	338
United Healthcare - Onlaska	WI	9/24/2013		—	700	7,268	—	7,968	88
United Healthcare - Wawatosa	WI	9/24/2013		—	4,270	15,274	—	19,544	184
Athens Medical Complex - Athens	GA	9/27/2013		—	1,476	14,402	—	15,878	214
Restora Hospital - Sun City	AZ	9/27/2013		—	860	16,352	—	17,212	232
Restora Hospital - Mesa	AZ	9/27/2013		—	861	16,345	—	17,206	232
West Valley Medical Center - Buckeye	AZ	9/27/2013		—	1,535	6,140	—	7,675	72
Lutheran Medical Arts - Ft. Wayne	IN	9/27/2013		—	—	11,165	—	11,165	162
DuPont Road MOB - Ft. Wayne	IN	9/27/2013		—	—	8,124	46	8,170	121
Crozer-Keystone I - Springfield	PA	9/27/2013		—	2,423	46,043	—	48,466	537
Crozer-Keystone II - Springfield	PA	9/27/2013		—	1,696	9,610	—	11,306	112
Aventura Medical Plaza - Aventura	FL	9/27/2013		—	667	13,875	—	14,542	273
Spartanburg Regional MOB - Spartanburg	SC	9/27/2013		—	—	17,824	—	17,824	231
Virginia Urology Center - Richmond	VA	9/27/2013		—	1,757	15,813	—	17,570	184
St. Peter's Recovery Center - Guilderland	NY	9/27/2013		—	404	7,682	—	8,086	97
Capital Regional MOB - Tallahassee	FL	9/30/2013		—	—	8,210	—	8,210	172
Arbor Terrace - Asheville	NC	10/4/2013		9,497	832	16,080	11	16,923	121
Arbor Terrace - Decatur	GA	10/4/2013		10,970	872	20,491	—	21,363	144
Gardens at Westlake - Westlake	OH	10/31/2013		—	1,591	19,390	—	20,981	99
Baylor Orthopedic & Spine - Arlington	TX	11/5/2013		—	—	23,914	—	23,914	237
Trinity Health Medical Arts - Minot	ND	11/6/2013		—	572	10,867	—	11,439	85
TriSun Care Center - San Antonio	TX	11/21/2013		—	1,044	9,392	—	10,436	44
Allina Health - Elk River	MN	11/25/2013		—	544	5,991	—	6,535	19
Riverdale MOB - Riverdale	GA	12/6/2013		—	438	8,721	—	9,159	36
Wellington ALF - Minot	ND	12/16/2013		—	1,480	8,388	—	9,868	—
Spartanburg ASC - Spartanburg	SC	12/24/2013		—	600	11,398	—	11,998	—
Solana at Cinco Ranch - Katy	TX	12/30/2013		—	2,786	65,340	—	68,126	—
Aurora Healthcare - Kenosha	WI	7/1/2013		—	1,747	—	—	1,747	—

American Realty Capital Healthcare Trust, Inc.

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2013

(dollar amounts in thousands)



					Initial Costs				Subsequent to Acquisition
Property	State	Acquisition Date	Encumbrances at December 31, 2013		Land		Building and Improvements		Building and Improvements		Gross Amount at December 31, 2013 ^{(1) (2)}		Accumulated Depreciation ^{(3) (4)}
			$	259,348	$	107,719	$	1,363,763	$	707	$	1,471,577	$	57,347

_________________


(1)	Acquired intangible lease assets allocated to individual properties in the amount of $181.3 million are not reflected in the table above.


(2)	The tax basis of aggregate land, buildings and improvements as of December 31, 2013 is $1.6 billion.


(3)	The accumulated depreciation column excludes $30.0 million of amortization associated with acquired intangible lease assets.


(4)	Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements and five years for fixtures.


(5)	These properties collateralize the credit facility which had no advances outstanding as of December 31, 2013.


(6)	Gross amount is net of tenant improvement write-offs $0.6 million due to early tenant lease terminations.

ALF — Assisted Living Facility

ASC — Ambulatory Surgery Center

MOB — Medical Office Building

POB — Physicians Office Building

American Realty Capital Healthcare Trust, Inc.

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2013

(dollar amounts in thousands)

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2013, 2012 and December 31, 2011:



	December 31,
	2013			2012			2011
Real estate investments, at cost:
Balance at beginning of year	$	600,494		$	140,810		$	—
Additions - Acquisitions	871,612			459,765			140,810
Disposals	(529		)	(81		)	—
Balance at end of the year	$	1,471,577		$	600,494		$	140,810

Accumulated depreciation and amortization:
Balance at beginning of year	$	16,178		$	1,174		$	—
Depreciation expense	41,232			15,010			1,174
Disposals	(63		)	(6		)	—
Balance at end of the year	$	57,347		$	16,178		$	1,174

Exhibit 99.3

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and For the Six Months Ended June 30, 2014 and For the Year Ended December 31, 2013

On June 2, 2014, Ventas, Inc. (“Ventas” or the “Company”) announced that it had entered into a definitive agreement to acquire all of the outstanding shares of American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and cash transaction valued at $2.9 billion, or $11.33 per HCT share, including investments expected to be made by HCT prior to completion of the acquisition, the majority of which have now been completed.

The following unaudited pro forma condensed consolidated financial information sets forth:


•	The historical consolidated financial information of Ventas as of and for the six months ended June 30, 2014, derived from Ventas’s unaudited consolidated financial statements, and the historical consolidated statement of income information of Ventas for the year ended December 31, 2013, derived from Ventas’s audited consolidated financial statements;


•	Pro forma adjustments to give effect to Ventas’s August 2014 acquisition of 29 independent living seniors housing communities located in Canada on Ventas’s consolidated balance sheet as of June 30, 2014, as if the acquisition closed on June 30, 2014;

•

Pro forma adjustments to give effect to Ventas’s 2014 and 2013 acquisitions and other investments, dispositions and significant debt activity (including the August 2014 acquisition of 29 independent living seniors housing communities located in Canada and the April 2014 issuance and sale of $700 million aggregate principal amount of senior notes) on Ventas’s consolidated statements of income for the six months ended June 30, 2014 and for the year ended December 31, 2013, as if these transactions occurred on January 1, 2013;


•	The historical consolidated financial information of HCT as of and for the six months ended June 30, 2014, derived from HCT’s unaudited consolidated financial statements, and the historical consolidated statement of income information of HCT for the year ended December 31, 2013, derived from HCT’s audited consolidated financial statements;


•	Pro forma adjustments to give effect to HCT’s 2014 and 2013 acquisitions and other investments, dispositions and significant debt activity on HCT’s consolidated statements of income for the six months ended June 30, 2014 and for the year ended December 31, 2013, as if these transactions occurred on January 1, 2013;


•	Pro forma adjustments to give effect to Ventas’s acquisition of HCT on Ventas’s consolidated balance sheet as of June 30, 2014, as if the acquisition closed on June 30, 2014; and


•	Pro forma adjustments to give effect to Ventas’s acquisition of HCT on Ventas’s consolidated statements of income for the six months ended June 30, 2014 and for the year ended December 31, 2013, as if the acquisition closed on January 1, 2013.

These unaudited pro forma condensed consolidated financial statements have been prepared for informational purposes only and are based on assumptions and estimates considered appropriate by Ventas’s management; however, they are not necessarily indicative of what Ventas’s consolidated financial condition or results of operations actually would have been assuming the transactions had been consummated as of the dates indicated, nor do they purport to represent Ventas’s consolidated financial position or results of operations for future periods. These unaudited pro forma condensed consolidated financial statements do not include the impact of any synergies that may be achieved in the transactions or any strategies that management may consider in order to continue to efficiently manage Ventas’s operations. This pro forma condensed consolidated financial information should be read in conjunction with:


•	Ventas’s unaudited consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2014 included in the Company’s Quarterly Report on Form 10-Q for the quarter then ended, filed with the Securities and Exchange Commission (“SEC”) on August 11, 2014;


•	Ventas’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K for the year then ended, filed with the SEC on February 18, 2014, as amended by Amendment No. 1 to the Company’s Annual Report on Form 10-K/A, filed with the SEC on September 4, 2014;


•	HCT’s unaudited consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2014 included in HCT’s Quarterly Report on Form 10-Q for the quarter then ended, filed with the SEC on August 12, 2014; and


•	HCT’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2013 included in HCT’s Annual Report on Form 10-K for the year then ended, filed with the SEC on February 26, 2014.

The acquisition of HCT will be accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations. The total purchase price of approximately $2.9 billion will be allocated to the assets ultimately acquired and liabilities ultimately assumed based upon their respective fair values. The allocations of the purchase price reflected in these unaudited pro forma condensed consolidated financial statements have not been finalized and are based upon preliminary estimates of these fair values, which is the best available information at the current time. A final determination of the fair values of the assets acquired and liabilities assumed, which cannot be made prior to the completion of the acquisition, will be based on the actual valuations of the tangible and intangible assets and liabilities that exist as of the date of completion of the acquisition. Consequently, amounts preliminarily allocated to identifiable tangible and intangible assets and liabilities could change significantly from those used in the unaudited pro forma condensed consolidated financial statements and could result in a material change in depreciation and amortization of tangible and intangible assets and liabilities.

The completion of the valuation, the allocation of purchase price, the impact of ongoing integration activities, the timing of completion of the acquisition and other changes in tangible and intangible assets and liabilities that occur prior to completion of the acquisition could cause material differences in the information presented herein.

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2014

(In thousands)



	Ventas Historical		Ventas 2014 Transactions Adjustments (A)			Pro Forma for Ventas 2014 Transactions		HCT Historical (B)		HCT Acquisition Adjustments (C)				Total Pro Forma
Assets
Net real estate investments	$	18,389,744	$	1,004,635		$	19,394,379	$	1,972,317	$	738,501		(D)	$	22,105,197
Cash and cash equivalents	86,635		43,669			130,304		28,695		—				158,999
Escrow deposits and restricted cash	75,514		—			75,514		2,135		—				77,649
Deferred financing costs, net	63,399		4,701			68,100		19,287		(19,287		)	(E)	68,100
Other assets	1,175,494		(36,287		)	1,139,207		55,091		82,300			(F)	1,276,598
Total assets	$	19,790,786	$	1,016,718		$	20,807,504	$	2,077,525	$	801,514			$	23,686,543
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	9,602,439	$	923,641		$	10,526,080	$	815,707	$	198,783		(G)	$	11,540,570
Accrued interest	56,722		—			56,722		1,540		—				58,262
Accounts payable and other liabilities	975,282		11,644			986,926		95,634		(37,676		)	(H)	1,044,884
Deferred income taxes	256,392		107,026			363,418		—		—				363,418
Total liabilities	10,890,835		1,042,311			11,933,146		912,881		161,107				13,007,134
Redeemable OP unitholder and noncontrolling interests	169,292		—			169,292		—		79,959			(I)	249,251
Commitments and contingencies
Equity:
Total Ventas stockholders' equity	8,655,110		(25,593		)	8,629,517		1,150,157		574,935			(J)	10,354,609
Noncontrolling interest	75,549		—			75,549		14,487		(14,487		)	(K)	75,549
Total equity	8,730,659		(25,593		)	8,705,066		1,164,644		560,448				10,430,158
Total liabilities and equity	$	19,790,786	$	1,016,718		$	20,807,504	$	2,077,525	$	801,514			$	23,686,543

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the six months ended June 30, 2014

(In thousands, except per share amounts)



	Ventas Historical			Ventas 2014 Transactions Adjustments (L)			Pro Forma for Ventas 2014 Transactions			HCT Historical (B)			HCT 2014 Transactions Adjustments (L)			Pro Forma for HCT 2014 Transactions			HCT Acquisition Adjustments (C)				Total Pro Forma
Revenues:
Rental income:
Triple-net leased	$	480,572		$	4,136		$	484,708		$	13,218		$	4,823		$	18,041		$	131		(M)	$	502,880
Medical office buildings	230,113			(209		)	229,904			48,939			964			49,903			(162		)	(M)	279,645
	710,685			3,927			714,612			62,157			5,787			67,944			(31		)		782,525
Resident fees and services	745,534			58,218			803,752			58,214			11,321			69,535			—				873,287
Medical office building and other services revenue	10,667			—			10,667			—			—			—			—				10,667
Income from loans and investments	25,392			2,059			27,451			1,130			—			1,130			(12		)	(N)	28,569
Interest and other income	446			—			446			—			—			—			—				446
Total revenues	1,492,724			64,204			1,556,928			121,501			17,108			138,609			(43		)		1,695,494
Expenses:
Interest	179,342			13,760			193,102			12,651			359			13,010			(1,788		)	(O)	204,324
Depreciation and amortization	384,412			29,424			413,836			60,656			7,303			67,959			(18,520		)	(P)	463,275
Property-level operating expenses:
Senior living	497,719			28,628			526,347			41,532			7,650			49,182			—				575,529
Medical office buildings	78,680			(39		)	78,641			10,150			290			10,440			—				89,081
	576,399			28,589			604,988			51,682			7,940			59,622			—				664,610
Medical office building services costs	4,997			—			4,997			—			—			—			—				4,997
General, administrative and professional fees	64,172			—			64,172			4,057			—			4,057			—				68,229
Loss (gain) on extinguishment of debt, net	2,665			(243		)	2,422			—			—			—			—				2,422
Merger-related expenses and deal costs	20,359			(8,398		)	11,961			25,878			(6,428		)	19,450			—				31,411
Other	10,092			—			10,092			71,067			—			71,067			(71,067		)	(Q)	10,092
Total expenses	1,242,438			63,132			1,305,570			225,991			9,174			235,165			(91,375		)		1,449,360
Income (loss) before income from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest	250,286			1,072			251,358			(104,490		)	7,934			(96,556		)	91,332				246,134
Income from unconsolidated entities	596			36			632			—			—			—			—				632
Income tax expense	(6,707		)	—			(6,707		)	(642		)	—			(642		)	—				(7,349		)
Income from continuing operations	244,175			1,108			245,283			(105,132		)	7,934			(97,198		)	91,332				239,417
Gain (loss) on real estate dispositions, net	12,889			(14,771		)	(1,882		)	—			—			—			—				(1,882		)
Income (loss) from continuing operations, including real estate dispositions	257,064			(13,663		)	243,401			(105,132		)	7,934			(97,198		)	91,332				237,535
Net income (loss) attributable to noncontrolling interest	395			—			395			(808		)	—			(808		)	808			(R)	395
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions	$	256,669		$	(13,663	)	$	243,006		$	(104,324	)	$	7,934		$	(96,390	)	$	90,524			$	237,140
Income (loss) from continuing operations attributable to common stockholders per common share:
Basic	$	0.87		$	—		$	0.83		$	(0.58	)	$	—		$	(0.54	)	N/A				$	0.74
Diluted	$	0.87		$	—		$	0.82		$	(0.58	)	$	—		$	(0.54	)	N/A				$	0.73
Weighted average shares used in computing earnings per common share:
Basic	293,932			—			293,932			178,357			—			178,357			25,723			(S)	319,655
Diluted	296,369			—			296,369			178,357			—			178,357			26,914			(S)	323,283

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the year ended December 31, 2013

(In thousands, except per share amounts)



	Ventas Historical			Ventas 2014 and 2013 Transactions Adjustments (L)			Pro Forma for Ventas 2014 and 2013 Transactions			HCT Historical (B)			HCT 2014 and 2013 Transactions Adjustments (L)			Pro Forma for HCT 2014 and 2013 Transactions			HCT Acquisition Adjustments (C)				Total Pro Forma
Revenues:
Rental income:
Triple-net leased	$	875,877		$	63,404		$	939,281		$	12,880		$	15,600		$	28,480		$	261		(M)	$	968,022
Medical office buildings	450,107			5,208			455,315			64,075			31,314			95,389			(258		)	(M)	550,446
	1,325,984			68,612			1,394,596			76,955			46,914			123,869			3				1,518,468
Resident fees and services	1,406,005			180,806			1,586,811			47,698			67,768			115,466			—				1,702,277
Medical office building and other services revenue	17,809			596			18,405			—			—			—			—				18,405
Income from loans and investments	58,208			(2,573		)	55,635			569			—			569			(13		)	(N)	56,191
Interest and other income	2,047			1			2,048			89			—			89			—				2,137
Total revenues	2,810,053			247,442			3,057,495			125,311			114,682			239,993			(10		)		3,297,478
Expenses:
Interest	334,484			65,650			400,134			15,843			2,884			18,727			1,459			(O)	420,320
Depreciation and amortization	721,959			108,216			830,175			67,456			60,583			128,039			4,960			(P)	963,174
Property-level operating expenses:
Senior living	956,684			94,666			1,051,350			33,151			42,137			75,288			—				1,126,638
Medical office buildings	152,948			3,069			156,017			12,814			5,013			17,827			—				173,844
	1,109,632			97,735			1,207,367			45,965			47,150			93,115			—				1,300,482
Medical office building services costs	8,315			—			8,315			—			—			—			—				8,315
General, administrative and professional fees	115,106			(5		)	115,101			4,089			—			4,089			—				119,190
Loss on extinguishment of debt, net	1,201			243			1,444			—			—			—			—				1,444
Merger-related expenses and deal costs	21,634			(7,276		)	14,358			13,606			(15,239		)	(1,633		)	—				12,725
Other	18,732			—			18,732			—			—			—			—				18,732
Total expenses	2,331,063			264,563			2,595,626			146,959			95,378			242,337			6,419				2,844,382
Income (loss) before (loss) income from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest	478,990			(17,121		)	461,869			(21,648		)	19,304			(2,344		)	(6,429		)		453,096
(Loss) income from unconsolidated entities	(508		)	493			(15		)	—			—			—			—				(15		)
Income tax benefit (expense)	11,828			—			11,828			(524		)	—			(524		)	—				11,304
Income (loss) from continuing operations	490,310			(16,628		)	473,682			(22,172		)	19,304			(2,868		)	(6,429		)		464,385
Gain on real estate dispositions, net	—			14,771			14,771			—			—			—							14,771
Income (loss) from continuing operations, including real estate dispositions	490,310			(1,857		)	488,453			(22,172		)	19,304			(2,868		)	(6,429		)		479,156
Net income attributable to noncontrolling interest	1,380			143			1,523			58			—			58			(58		)	(R)	1,523
Income (loss) from continuing operations attributable to common stockholders	$	488,930		$	(2,000	)	$	486,930		$	(22,230	)	$	19,304		$	(2,926	)	$	(6,371	)		$	477,633
Income (loss) from continuing operations attributable to common stockholders per common share:
Basic	$	1.67		$	—		$	1.66		$	(0.15	)	$	—		$	(0.02	)	N/A				$	1.50
Diluted	$	1.66		$	—		$	1.65		$	(0.15	)	$	—		$	(0.02	)	N/A				$	1.48
Weighted average shares used in computing earnings per common share:
Basic	292,654			—			292,654			151,684			—			151,684			25,723			(S)	318,377
Diluted	295,110			—			295,110			151,684			—			151,684			26,914			(S)	322,024

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

VENTAS, INC.

NOTES AND MANAGEMENT’S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRO FORMA PRESENTATION

Ventas, Inc. (“Ventas” or the “Company”) is a real estate investment trust (“REIT”) with a geographically diverse portfolio of seniors housing and healthcare properties in the United States, Canada and the United Kingdom. The historical consolidated financial statements of Ventas include the accounts of the Company and its wholly owned subsidiaries and joint venture entities over which it exercises control.

On June 2, 2014, Ventas announced that it had entered into a definitive agreement to acquire all of the outstanding shares of American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and cash transaction valued at $2.9 billion, or $11.33 per HCT share, including investments expected to be made by HCT prior to the acquisition, the majority of which have now been completed.

NOTE 2 - ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A) Adjustments reflect the effect on Ventas’s historical consolidated balance sheet of its August 2014 acquisition of 29 independent living seniors housing communities located in Canada, a portion of which was funded through borrowings under a new CAD 791 million unsecured term loan, as if this transaction closed on June 30, 2014.

(B) Reflects historical consolidated financial condition or results of operations of HCT as of or for the six months ended June 30, 2014 or for the year ended December 31, 2013. Certain amounts have been reclassified to conform to Ventas’s presentation.

(C) Reflects adjustments to record the acquisition of HCT by Ventas based upon the estimated purchase price of approximately $2.9 billion. The calculation of the estimated purchase price to be allocated is as follows (in millions, except per share amounts):



Equity to be issued (26.9 million shares at $67.13 per share)	$	1,806
Cash to be paid (assumed to be funded with borrowings under Ventas’s unsecured revolving credit facility)	192
Assumption or repayment of net debt	930
Estimated purchase price	$	2,928

(D) Reflects adjustment to record the estimated increase over HCT’s historical investment in real estate based upon the preliminary estimated fair value for the tangible and intangible real estate assets to be acquired. These estimated values are as follows (in millions):



Land and improvements	$	266
Buildings and improvements	2,219
Acquired lease intangibles	225
Estimated fair value of net real estate investments	$	2,710

(E) Reflects the write-off of HCT’s historical deferred financing costs, which were not assigned any value in the preliminary purchase price allocation.

(F) Reflects adjustments to eliminate assets of HCT included in the historical consolidated financial information that Ventas is not acquiring as part of the working capital consideration, net of other acquired assets, primarily consisting of approximately $150 million of other intangible assets.

(G) Reflects the following adjustments (in millions):



Write-off of HCT’s historical fair value of debt adjustments	$	(4	)
Fair value of debt adjustment recorded in connection with the acquisition	11
HCT debt anticipated to be repaid at closing	(508		)
Anticipated borrowings under Ventas’s unsecured revolving credit facility	708
Pro forma adjustment to debt	$	207

(H) Reflects adjustments to eliminate historical other liabilities of HCT that were not assigned any value in the preliminary purchase price allocation and the recording of approximately $31 million of various lease intangibles, which were recorded based on preliminary fair value calculations.

(I) Reflects the adjustment to record the fair value of the redeemable OP unitholder interests, which are valued at a price of $11.33 per unit (the acquisition value of each share of HCT common stock at the time the acquisition was announced).

(J) Reflects the write-off of HCT’s historical equity, net of the issuance of 26.9 million shares of Ventas common stock in connection with the HCT acquisition, which are valued at $1.8 billion.

(K) Reflects the adjustment to record the reclassification of HCT’s historical noncontrolling interest value to redeemable OP unitholder interests.

NOTE 3 - ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(L) Adjustments reflect the effect on Ventas’s and HCT’s historical consolidated statements of income of Ventas’s and HCT’s respective significant 2014 and 2013 transactions, as if those transactions were consummated on January 1, 2013. With respect to Ventas, these adjustments primarily relate to certain acquisitions and dispositions (including its August 2014 acquisition of 29 independent living seniors housing communities located in Canada) and debt repayments and issuances. With respect to HCT, these adjustments primarily relate to various asset acquisitions.

(M) Reflects the net amortization of above and below market lease intangibles recorded by Ventas as a result of the HCT acquisition and the elimination of HCT’s historical amortization related to above and below market lease intangibles.

(N) Reflects the elimination of HCT’s historical revenues attributable to assets that Ventas is not acquiring as part of the acquisition.

(O) Reflects the following adjustments (in millions):



	For the Six Months Ended June 30, 2014			For the Year Ended December 31, 2013
Write-off of HCT’s historical fair value of debt adjustments	$	1		$	1
Fair value of debt adjustment recorded in connection with the acquisition	(2		)	(4		)
HCT debt anticipated to be repaid at closing	(3		)	(1		)
Anticipated borrowings under Ventas’s unsecured revolving credit facility	5			10
Write-off of HCT’s deferred financing costs	(3		)	(4		)
Pro forma adjustment to interest expense	$	(2	)	$	2

(P) Based on the preliminary purchase price allocation, Ventas expects to allocate $266 million to land and $2.2 billion to buildings and improvements. Depreciation expense is calculated on a straight-line basis based on Ventas’s purchase price allocation and using a 35-year life for buildings and permanent structural improvements, a five-year life for furniture and equipment and a ten-year life for land improvements. Additionally, Ventas’s purchase price allocation includes $180 million of acquired in-place lease intangibles. Further, the adjustment reflects the elimination of historical depreciation and amortization expense.

(Q) Reflects the elimination of costs and fees directly attributable to the merger and fees associated with the ultimate disposition of HCT’s assets.

(R) Reflects the elimination of HCT’s noncontrolling interest that Ventas is not acquiring as part of the acquisition.

(S) Reflects the issuance of 26.9 million shares of Ventas common stock upon consummation of the HCT acquisition, including the impact of redeemable OP units issued on the acquisition date.

NOTE 4 - FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS

Ventas’s historical and pro forma funds from operations (“FFO”) and normalized FFO for the six months ended June 30, 2014 and the year ended December 31, 2013 are summarized as follows (in thousands):

VENTAS, INC.

UNAUDITED PRO FORMA FFO AND NORMALIZED FFO

For the six months ended June 30, 2014

(In thousands, except per share amounts)



	Ventas Historical			Ventas 2014 Transactions Adjustments			Pro Forma for Ventas 2014 Transactions			HCT Historical			HCT 2014 Transactions Adjustments			Pro Forma for HCT 2014 Transactions			HCT Acquisition Adjustments			Total Pro Forma

Income (loss) from continuing operations attributable to common stockholders	$	256,669		$	(13,663	)	$	243,006		$	(104,324	)	$	7,934		$	(96,390	)	$	90,524		$	237,140
Discontinued operations	2,776			(854		)	1,922			—			—			—			—			1,922
Net income (loss) attributable to common stockholders	259,445			(14,517		)	244,928			(104,324		)	7,934			(96,390		)	90,524			239,062
Adjustments:
Real estate depreciation and amortization	381,262			29,424			410,686			60,523			7,303			67,826			(18,520		)	459,992
Real estate depreciation related to noncontrolling interest	(5,305		)	—			(5,305		)	—			—			—			—			(5,305		)
Real estate depreciation related to unconsolidated entities	2,989			—			2,989			—			—			—			—			2,989
(Gain) loss on real estate dispositions, net	(12,889		)	14,771			1,882			—			—			—			—			1,882
Discontinued operations:
Gain on real estate dispositions, net	(1,483		)	1,058			(425		)	—			—			—			—			(425		)
Depreciation on real estate assets	1,528			(159		)	1,369			—			—			—			—			1,369
FFO	625,547			30,577			656,124			(43,801		)	15,237			(28,564		)	72,004			699,564
Adjustments:
Change in fair value of financial instruments	41			—			41			—			—			—			—			41
Income tax expense	6,407			—			6,407			—			—			—			—			6,407
Loss on extinguishment of debt, net	2,114			(243		)	1,871			—			—			—			—			1,871
Merger-related expenses and deal costs	20,363			(8,398		)	11,965			25,878			(6,428		)	19,450			—			31,415
Amortization of other intangibles	511			—			511			—			—			—			—			511
Normalized FFO	$	654,983		$	21,936		$	676,919		$	(17,923	)	$	8,809		$	(9,114	)	$	72,004		$	739,809

Ventas’s historical and pro forma FFO and normalized FFO per diluted share outstanding for the six months ended June 30, 2014 follows (in thousands, except per share amounts) ⁽¹⁾:



	Ventas Historical			Total Pro Forma

Income from continuing operations attributable to common stockholders	$	0.87		$	0.73
Discontinued operations	0.01			0.01
Net income attributable to common stockholders	0.88			0.74
Adjustments:
Real estate depreciation and amortization	1.29			1.42
Real estate depreciation related to noncontrolling interest	(0.02		)	(0.02		)
Real estate depreciation related to unconsolidated entities	0.01			0.01
(Gain) loss on real estate dispositions, net	(0.04		)	0.01
Discontinued operations:
Gain on real estate dispositions, net	(0.01		)	(0.00		)
Depreciation on real estate assets	0.01			0.00
FFO	2.11			2.16
Adjustments:
Change in fair value of financial instruments	0.00			0.00
Income tax expense	0.02			0.02
Loss on extinguishment of debt, net	0.01			0.01
Merger-related expenses and deal costs	0.07			0.10
Amortization of other intangibles	0.00			0.00
Normalized FFO	$	2.21		$	2.29

Dilutive shares outstanding used in computing FFO and normalized FFO per common share	296,369			323,283

⁽¹⁾ Per share amounts may not add due to rounding.

VENTAS, INC.

UNAUDITED PRO FORMA FFO AND NORMALIZED FFO

For the year ended December 31, 2013

(In thousands, except per share amounts)



	Ventas Historical			Ventas 2014 and 2013 Transactions Adjustments			Pro Forma for Ventas 2014 and 2013 Transactions			HCT Historical			HCT 2014 and 2013 Transactions Adjustments			Pro Forma for HCT 2014 and 2013 Transactions			HCT Acquisition Adjustments			Total Pro Forma

Income (loss) from continuing operations attributable to common stockholders	$	488,930		$	(2,000	)	$	486,930		$	(22,230	)	$	19,304		$	(2,926	)	$	(6,371	)	$	477,633
Discontinued operations	(35,421		)	2,154			(33,267		)	—			—			—			—			(33,267		)
Net income (loss) attributable to common stockholders	453,509			154			453,663			(22,230		)	19,304			(2,926		)	(6,371		)	444,366
Adjustments:
Real estate depreciation and amortization	716,412			108,216			824,628			66,975			60,583			127,558			4,960			957,146
Real estate depreciation related to noncontrolling interest	(10,512		)	—			(10,512		)	—			—			—			—			(10,512		)
Real estate depreciation related to unconsolidated entities	6,543			—			6,543			—			—			—			—			6,543
Gain on re-measurement of equity interest upon acquisition, net	(1,241		)	—			(1,241		)	—			—			—			—			(1,241		)
Gain on real estate dispositions, net	—			(14,771		)	(14,771		)	—			—			—			—			(14,771		)
Discontinued operations:
Gain on real estate dispositions, net	(4,059		)	1,262			(2,797		)	—			—			—			—			(2,797		)
Depreciation on real estate assets	47,806			(2,892		)	44,914			—			—			—			—			44,914
FFO	1,208,458			91,969			1,300,427			44,745			79,887			124,632			(1,411		)	1,423,648
Adjustments:
Change in fair value of financial instruments	449			—			449			—			—			—			—			449
Income tax benefit	(11,828		)	—			(11,828		)	—			—			—			—			(11,828		)
Loss on extinguishment of debt, net	1,048			243			1,291			—			—			—			—			1,291
Merger-related expenses and deal costs	21,560			(7,276		)	14,284			13,606			(15,239		)	(1,633		)	—			12,651
Amortization of other intangibles	1,022			—			1,022			—			—			—			—			1,022
Normalized FFO	$	1,220,709		$	84,936		$	1,305,645		$	58,351		$	64,648		$	122,999		$	(1,411	)	$	1,427,233

Ventas’s historical and pro forma FFO and normalized FFO per diluted share outstanding for the year ended December 31, 2013 follows (in thousands, except per share amounts) ⁽¹⁾:



	Ventas Historical			Total Pro Forma

Income from continuing operations attributable to common stockholders	$	1.66		$	1.48
Discontinued operations	(0.12		)	(0.10		)
Net income attributable to common stockholders	1.54			1.38
Adjustments:
Real estate depreciation and amortization	2.43			2.97
Real estate depreciation related to noncontrolling interest	(0.04		)	(0.03		)
Real estate depreciation related to unconsolidated entities	0.02			0.02
Gain on re-measurement of equity interest upon acquisition, net	(0.00		)	(0.00		)
Gain on real estate dispositions, net	—			(0.05		)
Discontinued operations:
Gain on real estate dispositions, net	(0.01		)	(0.01		)
Depreciation on real estate assets	0.16			0.14
FFO	4.09			4.42
Adjustments:
Change in fair value of financial instruments	0.00			0.00
Income tax benefit	(0.04		)	(0.04		)
Loss on extinguishment of debt, net	0.00			0.00
Merger-related expenses and deal costs	0.07			0.04
Amortization of other intangibles	0.00			0.00
Normalized FFO	$	4.14		$	4.43

Dilutive shares outstanding used in computing FFO and normalized FFO per common share	295,110			322,024

⁽¹⁾ Per share amounts may not add due to rounding.

Unaudited pro forma FFO and normalized FFO are presented herein for informational purposes only and are based on available information and assumptions that the Company’s management believes to be reasonable; however, they are not necessarily indicative of what Ventas’s FFO or normalized FFO actually would have been assuming the transactions had occurred as of the dates indicated.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. To overcome this problem, Ventas considers FFO and normalized FFO to be appropriate measures of operating performance of an equity REIT. In particular, Ventas believes that normalized FFO is useful because it allows investors, analysts and Ventas management to compare Ventas’s operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions and litigation. In some cases, Ventas provides information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and Ventas management to assess the impact of those items on Ventas’s financial results.

Ventas uses the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, including gain on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. Ventas defines normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to the Company’s acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of the Company’s debt; (c) the non-cash effect of income tax benefits or expenses and derivative transactions that have non-cash mark-to-market impacts on the Company’s consolidated statements of income; (d) the impact of future acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions; (e) the financial impact of contingent consideration, severance-related costs, charitable donations made to the Ventas Charitable Foundation, gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; and (f) expenses related to the re-audit and re-review of the Company’s historical financial statements and related matters.

FFO and normalized FFO presented herein may not be identical to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO and normalized FFO should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of Ventas’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of Ventas’s liquidity, nor is FFO and normalized FFO necessarily indicative of sufficient cash flow to fund all of Ventas’s needs. Ventas believes that in order to facilitate a clear understanding of Ventas’s consolidated historical operating results, FFO and normalized FFO should be examined in conjunction with net income as presented in the unaudited pro forma condensed consolidated financial statements.

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