AMERICAN REALTY CAPITAL HEALTHCARE TRUST INC - FORM 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 19, 2011

American Realty Capital Healthcare Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland		333-169075		27-3306391
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

405 Park Avenue, 15th Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

Registrant's telephone number, including area code: (212) 415-6500

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

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

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

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

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

Explanatory Note

We previously filed a Current Report on Form 8-K on September 23, 2011 (the “Original Form 8-K”) reporting our acquisition of a multi-specialty medical campus located in Carson City, Nevada (the “Carson Tahoe Specialty Medical Plaza”) and a medical office building located in Las Vegas, Nevada (the “Durango Medical Plaza”). This Current Report on Form 8-K/A is being filed for the purposes of amending the Original Form 8-K to provide (i) the financial information related to such acquisitions required by Item 9.01 and (ii) certain additional information with respect to such acquisitions. No other changes have been made to the Original Form 8-K.

Item 2.01. Completion of Acquisition or Disposition of Assets

In evaluating the Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza as potential acquisitions and determining the appropriate amount of consideration to be paid, we have considered a variety of factors, including location, demographics, credit quality of the tenants, duration of the in-place leases, strong occupancy and the fact that the overall rental rates are comparable to market rates.

We believe that the Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza are well located, have acceptable roadway access and are well maintained. The Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza are subject to competition from similar properties within its respective market area, and the economic performance of the tenants in the Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza could be affected by changes in local economic conditions. We did not consider any other factors material or relevant to the decision to acquire the Carson Tahoe Specialty Medical Plaza or Durango Medical Plaza.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.	Page

The Carson Tahoe Specialty Medical Plaza Historical Summary:
Report of Independent Registered Public Accounting Firm	3
Statements of Revenues and Certain Expenses for the year ended December 31, 2010 and the six months ended June 30, 2011	4
Notes to Statements of Revenues and Certain Expenses	5

The Durango Medical Plaza Historical Summary:
Report of Independent Registered Public Accounting Firm	7
Statements of Revenues and Certain Expenses for the year ended December 31, 2010 and the six months ended June 30, 2011	8
Notes to Statements of Revenues and Certain Expenses	9

(b) Unaudited Pro Forma Consolidated Information.

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2011	11
Notes to Unaudited Pro Forma Consolidated Balance Sheet	12
Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2010 and the six months ended June 30, 2011	13
Notes to Unaudited Pro Forma Consolidated Statements of Operations	15

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

American Realty Capital Healthcare Trust, Inc.

We have audited the accompanying statement of revenues and certain expenses (the “Historical Summary”) of a multi-specialty medical campus located in Carson City, Nevada (the “Carson Tahoe Specialty Medical Plaza”) for the year ended December 31, 2010. This Historical Summary is the responsibility of American Realty Capital Healthcare Trust, Inc.’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.

We conducted our audit 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 Historical Summary is free of material misstatement. The Carson Tahoe Specialty Medical Plaza 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 Carson Tahoe Specialty Medical Plaza’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 Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the U.S. Securities and Exchange Commission and for inclusion in a Form 8-K of American Realty Capital Healthcare Trust, Inc., as described in Note 1 to the Historical Summary, and is not intended to be a complete presentation of Carson Tahoe Specialty Medical Plaza’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses as described in Note 1 to the Historical Summary of the Carson Tahoe Specialty Medical Plaza for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

October 7, 2011

THE CARSON TAHOE SPECIALTY MEDICAL PLAZA

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

	Six Months Ended June 30, 2011		Year Ended December 31, 2010
	(Unaudited)
Revenues:
Rental income	$	1,221	$	2,352
Operating reimbursements		1,136		2,175
Total revenues		2,357		4,527

Certain expenses:
Real estate taxes		105		209
Operating		624		1,129
Utilities		395		815
Insurance		29		56
Total certain expenses		1,153		2,209
Revenues in excess of certain expenses	$	1,204	$	2,318

The accompanying notes are an integral part of these Statements of Revenues and Certain Expenses.

THE CARSON TAHOE SPECIALTY MEDICAL PLAZA

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(References to amounts for the six months ended June 30, 2011 are unaudited)

1.	Background and Basis of Presentation

The accompanying Statements of Revenues and Certain Expenses include the operations of a multi-specialty medical campus located in Carson City, Nevada (the “Carson Tahoe Specialty Medical Plaza”) for the year ended December 31, 2010 and the six months ended June 30, 2011 (unaudited). The Carson Tahoe Specialty Medical Plaza was acquired by American Realty Capital Healthcare Trust, Inc. (the “Company”) through its sponsor, American Realty Capital V, LLC, from an unaffiliated third party on September 19, 2011, for $29.0 million. The Carson Tahoe Specialty Medical Plaza contains 154,622 rentable square feet and consists of one three-story, 136,778 rentable square foot multi-specialty building, one single-story, 14,603 rentable square foot inpatient psychiatric hospital building, and one single-story, 3,241 rentable square foot conference building. The Carson Tahoe Specialty Medical Plaza houses a variety of outpatient and specialty services offered primarily by Carson Tahoe Regional Healthcare. The campus accommodates a behavioral health program, a long-term acute care program, an ophthalmology surgery center and several outpatient programs such as imaging, physical therapy and laboratory services.

The leases are net, whereby the Company is responsible for maintaining the roof and structure of the building and the respective tenants are required to pay their pro rata share of all other operating expenses, in addition to base rent.

The accompanying Statements of Revenues and Certain Expenses (“Historical Summary”) have been prepared for the purpose of complying with the provisions of Rule 3-14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires that certain information with respect to real estate operations be included with certain SEC filings. An audited statement of revenues and certain operating expenses is being presented for the most recent fiscal year available instead of the three most recent years based on the following factors: (a) the Carson Tahoe Specialty Medical Plaza was acquired from an unaffiliated party and (b) based on due diligence of the Carson Tahoe Specialty Medical Plaza by the Company, management is not aware of any material factors relating to the Carson Tahoe Specialty Medical Plaza that would cause this financial information not to be indicative of future operating results.

2.	Summary of Significant Accounting Policies

Revenue Recognition

Under the terms of the leases, the tenants pay monthly rent reimbursements to the property's owner for certain expenses. Reimbursements from the tenants are recognized as revenue in the period the applicable expenses are incurred. Rental income includes the effect of amortizing the aggregate minimum lease payments over the terms of the leases, which amounted to an increase to rental income of approximately $150,000 over the rent payments received in cash for the year ended December 31, 2010 and approximately $57,000 over the rent payments received in cash for the six months ended June 30, 2011.

The following table lists the tenants whose annualized rental income on a straight-line basis represented greater than 10% of total annualized rental income for all tenants on a straight-line basis as of June 30, 2011 and December 31, 2010:

	June 30,			December 31,
Tenant	2011				2010
Carson Tahoe Regional Healthcare		67.8	%			67.8	%
Continue Care Hospital		27.3	%			27.3	%

The termination, delinquency or non-renewal of one of the above tenants may have a material adverse effect on revenues. No other tenant represents more than 10% of annualized rental income as of June 30, 2011 and December 31, 2010.

Use of Estimates

The preparation of the Historical Summary is in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions of the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from those estimates used in the preparation of the Historical Summary.

3.	Future Minimum Lease Payments

At June 30, 2011, the Carson Tahoe Specialty Medical Plaza was 100% leased under non-cancelable operating leases with a remaining lease term of 6.6 years on a weighted average basis. Future minimum lease payments are as follows (in thousands):

July 1, 2011 to December 31, 2011	$	1,151
2012		2,343
2013		2,398
2014		2,455
2015		2,514
2016 and thereafter		5,605
Total	$	16,466

4.	Subsequent Events

The Company has evaluated subsequent events through October 7, 2011, the date which these financial statements have been issued and have determined that there have not been any events that have occurred that would require adjustments to the disclosures in the audited financial statements.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

American Realty Capital Healthcare Trust, Inc.

We have audited the accompanying statement of revenues and certain expenses (the “Historical Summary”) of a medical office building located in Las Vegas, Nevada (the “Durango Medical Plaza”) for the year ended December 31, 2010. This Historical Summary is the responsibility of American Realty Capital Healthcare Trust, Inc.’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.

We conducted our audit 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 Historical Summary is free of material misstatement. The Durango Medical Plaza 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 Durango Medical Plaza’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 Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the U.S. Securities and Exchange Commission and for inclusion in a Form 8-K of American Realty Capital Healthcare Trust, Inc., as described in Note 1 to the Historical Summary, and is not intended to be a complete presentation of the Durango Medical Plaza’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses as described in Note 1 to the Historical Summary of the Durango Medical Plaza for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

October 7, 2011

THE DURANGO MEDICAL PLAZA

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

	Six Months Ended June 30, 2011		Year Ended December 31, 2010
	(Unaudited)
Revenues:
Rental income	$	963	$	1,862
Operating reimbursements		242		527
Total revenues		1,205		2,389

Certain expenses:
Real estate taxes		63		122
Operating		143		312
Utilities		93		220
Insurance		8		15
Total certain expenses		307		669
Revenues in excess of certain expenses	$	898	$	1,720

The accompanying notes are an integral part of these Statements of Revenues and Certain Expenses.

THE DURANGO MEDICAL PLAZA

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(References to amounts for the six months ended June 30, 2011 are unaudited)

1.	Background and Basis of Presentation

The accompanying Statements of Revenues and Certain Expenses include the operations of a medical office building located in Las Vegas, Nevada (the “Durango Medical Plaza”) for the year ended December 31, 2010 and the six months ended June 30, 2011 (unaudited). Durango Medical Plaza was acquired by American Realty Capital Healthcare Trust, Inc. (the “Company”) through its sponsor, American Realty Capital V, LLC, from an unaffiliated third party on September 19, 2011, for $22.9 million. The property contains 73,094 rentable square feet and consists of one-three story ambulatory surgery center, medical office space and a compliment of support services to the ambulatory surgery center, such as imaging and urgent care.

The accompanying Statements of Revenues and Certain Expenses (“Historical Summary”) have been prepared for the purpose of complying with the provisions of Rule 3-14 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which requires that certain information with respect to real estate operations be included with certain SEC filings. An audited statement of revenues and certain operating expenses is being presented for the most recent fiscal year available instead of the three most recent years based on the following factors: (a) the Durango Medical Plaza was acquired from an unaffiliated party and (b) based on due diligence of the Durango Medical Plaza by the Company, management is not aware of any material factors relating to the Durango Medical Plaza that would cause this financial information not to be indicative of future operating results.

2.	Summary of Significant Accounting Policies

Revenue Recognition

Under the terms of the leases, the tenants pay monthly rent reimbursements to the property's owner for certain expenses. Reimbursements from the tenants are recognized as revenue in the period the applicable expenses are incurred. Rental income includes the effect of amortizing the aggregate minimum lease payments over the terms of the leases, which amounted to an increase to rental income of approximately $112,000 over the rent payments received in cash for the year ended December 31, 2010 and approximately $27,000 over the rent payments received in cash for the six months ended June 30, 2011.

	June 30,			December 31,
Tenant	2011				2010
San Martin Surgery Center, LLC		41.9	%			42.2	%
Anson & Higgins Plastic Surgery Associates, LLP		19.1	%			19.3	%

Use of Estimates

3.	Future Minimum Lease Payments

At June 30, 2011, the Durango Medical Plaza was approximately 75% leased to eleven tenants under non-cancelable operating leases with a remaining lease term of 8.2 years on a weighted average basis. Future minimum lease payments are as follows (in thousands):

July 1, 2011 to December 31, 2011	$	954
2012		1,923
2013		1,967
2014		1,847
2015		1,653
2016 and thereafter		8,600
Total	$	16,944

4.	Subsequent Events

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2011

(In thousands)

The following unaudited pro forma Consolidated Balance Sheet is presented as if American Realty Capital Healthcare Trust, Inc. (“the Company”) had acquired the Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza as of June 30, 2011. This financial statement should be read in conjunction with the unaudited pro forma Consolidated Statement of Operations and the Company’s historical financial statements and notes thereto in the Company’s June 30, 2011 Form 10-Q. The pro forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position would have been had the Company acquired the properties as of June 30, 2011, nor does it purport to present the future financial position of the Company.

	American Realty Capital Healthcare Trust, Inc. (1)			Carson Tahoe Specialty Medical Plaza (2)		Durango Medical Plaza (3)		Pro Forma American Realty Capital Healthcare Trust, Inc.

Assets
Real estate investments, at cost:
Land	$	850		$	2,205	$	3,110	$	6,165
Buildings, fixtures and improvements		4,362			22,934		17,625		44,921
Acquired intangible lease assets		732			3,993		2,567		7,292
Total real estate investments, at cost		5,944			29,132		23,302		58,378
Cash		519			–		–		519
Restricted cash		–			5		5		10
Prepaid expenses and other assets		128			32		20		180
Deferred financing costs, net		146			450		411		1,007
Total assets	$	6,737		$	29,619	$	23,738	$	60,094

Liabilities and Stockholders’ Equity
Mortgage notes payable	$	2,250		$	21,751	$	17,172	$	41,173
Below market lease liabilities		–			141		416		557
Accounts payable and accrued expenses		2,091			–		417		2,508
Total liabilities		4,341			21,892		18,005		44,238
Preferred stock		–			–		–		–
Common stock		6			8		6		20
Additional paid-in capital		2,704			7,719		5,727		16,150
Accumulated deficit		(314	)		–		–		(314	)
Total stockholders' equity		2,396			7,727		5,733		15,856
Total liabilities and stockholders’ equity	$	6,737		$	29,619	$	23,738	$	60,094

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2011:

(1)

Reflects the Company’s historical unaudited Balance Sheet as of June 30, 2011, as previously filed.

(2)

Reflects the acquisition of the Carson Tahoe Specialty Medical Plaza. The purchase price, excluding related expenses, was $29.0 million, which was funded through a combination of funds raised through common stock and a first mortgage note, the proceeds from which were net settled at acquisition.

(3)

Reflects the acquisition of the Durango Medical Plaza. The purchase price, excluding related expenses, was $22.9 million, which was funded through a combination of funds raised through common stock and a first mortgage note, the proceeds from which were net settled at acquisition.

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. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases.

Amounts allocated to land, land improvements, buildings, fixtures and tenant improvements have been provisionally assigned based on the Company’s analysis of comparable properties in its portfolio, pending receipt of the final cost segregation analysis being prepared by a third-party specialist. Depreciation is computed using the straight-line method over the estimated lives of forty years for buildings, fifteen years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements.

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 market rates during the expected lease-up period, which is estimated to be nine months. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. The value of in-place leases is amortized to expense over the initial term of the respective leases, which ranges from approximately two to 12 years. If a tenant terminates its lease, the unamortized portion of the in-place lease value and intangible is charged to expense.

Above-market and below-market in-place lease values 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 will be 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.

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. The allocations presented in the accompanying Pro Forma Consolidated Balance Sheet are substantially complete; however, there are certain items that will be finalized once additional information is received. Accordingly, these allocations are subject to revision when final information is available, although the Company does not expect future revisions to have a significant impact on its financial position or results of operations.

AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010 AND THE SIX MONTHS ENDED JUNE 30, 2011

The following Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2010 and the six months ended June 30, 2011, are presented as if American Realty Capital Healthcare Trust, Inc. (“the Company”) had acquired the Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza as of the beginning of each period presented. These financial statements should be read in conjunction with the Unaudited Pro Forma Consolidated Balance Sheet and the Company’s historical financial statements and notes thereto included in the Company’s June 30, 2011 Form 10-Q. The Pro Forma Consolidated Statements of Operations are unaudited and are not necessarily indicative of what the actual results of operations would have been had the Company acquired the properties at the beginning of each period presented, nor does it purport to present the future results of operations of the Company.

Unaudited Pro forma Consolidated Statement of Operations for the year ended December 31, 2010 (in thousands):

		American Realty Capital Healthcare Trust, Inc. (1)			Carson Tahoe Specialty Medical Plaza(2)		Pro Forma Adjustments Carson Tahoe Specialty Medical Plaza			Durango Medical Plaza (3)		Pro Forma Adjustments Durango Medical Plaza			Pro Forma American Realty Capital Healthcare Trust, Inc.

Revenues:
Rental income	$	–		$	2,352	$	138	(4)	$	1,862	$	55	(4)	$	4,407
Operating expense reimbursement		–			2,175		–			527		–			2,702
Total revenues		–			4,527		138			2,389		55			7,109
Operating expenses:
Property operating		–			2,209		–			669		–			2,878
General and administrative		1			–		–			–		–			1
Depreciation and amortization		–			–		2,298	(5)		–		1,049	(5)		3,347
Total operating expenses		1			2,209		2,298			669		1,049			6,226
Operating income (loss)		(1	)		2,318		(2,160	)		1,720		(994	)		883
Interest expense		–			–		(1,217	)(6)		–		(975	)(6)		(2,192	)
Net income (loss)	$	(1	)	$	2,318	$	(3,377	)	$	1,720	$	(1,969	)	$	(1,309	)

Unaudited Pro forma Consolidated Statement of Operations for the six months ended June 30, 2011 (in thousands):

	American Realty Capital Healthcare Trust, Inc. (1)			Carson Tahoe Specialty Medical Plaza (2)		Pro Forma Adjustments Carson Tahoe Specialty Medical Plaza					Durango Medical Plaza (3)		Pro Forma Adjustments Durango Medical Plaza					Pro Forma American Realty Capital Healthcare Trust, Inc.

Revenues:
Rental income	$	12		$	1,221	$	24		(4	)	$	963	$	(4	)	(4	)	$	2,216
Operating expense reimbursement		–			1,136		–					242		–					1,378
Total revenues		12			2,357		24					1,205		(4	)				3,594
Operating expenses:
Property operating		–			1,153		–					307		–					1,460
Acquisition and transaction related		160			–		–					–		–					160
General and administrative		162			–		–					–		–					162
Depreciation and amortization		–			–		1,149		(5	)		–		524		(5	)		1,673
Total operating expenses		322			1,153		1,149					307		524					3,455
Operating income (loss)		(310	)		1,204		(1,125	)				898		(528	)				139
Interest expense		(3	)		–		(609	)	(6	)		–		(487	)	(6	)		(1,099	)
Net income (loss)	$	(313	)	$	1,204	$	(1,734	)			$	898	$	(1,015	)			$	(960	)

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010 and the six months ended June 30, 2011.

(1)

Reflects the Company’s historical operations for the period indicated as previously filed.

(2)

Reflects the operations of the Carson Tahoe Specialty Medical Plaza for the period indicated.

(3)

Reflects the operations of the Durango Medical Plaza for the period indicated.

	(4)	Represents adjustments to straight-line rent for lease terms as of the acquisition date as well as adjustments for above and below market leases.

	(5)	Represents the estimated depreciation and amortization of real estate investments and intangible lease assets had the property been acquired at the beginning of the period. Depreciation is computed using the straight-line method over the estimated lives of fifteen years for land improvements, forty years for buildings and five years for fixtures. The value of in-place leases and tenant improvements are amortized to expense over the initial term of the respective leases, which ranges from two to 12 years.

	(6)	Represents interest expense that would have been recorded on debt incurred in connection with the acquisitions had the properties been acquired at the beginning of the period. The Company financed a portion of the acquisitions with first mortgage non-recourse loans aggregating $38.9 million at an annual fixed interest rate of 5.01%.

		Note: Pro forma adjustments exclude one-time acquisition costs of $891,000 primarily representing acquisition fees to the advisor, legal fees and deed transfer fees for the acquisitions of the Carson Tahoe Specialty Medical Plaza and Durango Medical Plaza.

SIGNATURES

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

	AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC.

Date: October 7, 2011	By:	/s/ Brian S. Block
		Brian S. Block
		Executive Vice President and Chief Financial Officer

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