Overview of Greystone Management Services

Overview of Greystone Management Services

July 2012

A Greystone Company

TABLE OF CONTENTS

I.

OUR BACKGROUND .................................................................................................................... 1

II.

OUR VALUES................................................................................................................................. 2

III.

OUR PHILOSOPHY ....................................................................................................................... 3

IV.

OUR APPROACH TO MANAGEMENT SERVICES ................................................................. 4

V.

OUR REFERENCES ....................................................................................................................... 5

APPENDIX A:

OUTLINE OF MANAGEMENT AND MARKETING SERVICES

APPENDIX B:

MANAGEMENT EXPERIENCE

APPENDIX C:

ORGANIZATIONAL CHARTS

APPENDIX D:

RESUMES OF MANAGEMENT KEY PERSONNEL

APPENDIX E:

GREYSTONE BACKGROUND AND HISTORY

G REYSTONE MANAGEMENT SERVICES O UR BACKGROUND Greystone Management Services (GMS) has over 20 years’ experience managing the complex business of senior living including independent and assisted living, memory support, and nursing and Alzheimer’s care. We thrive in a performance-based culture which drives quality. We have worked with owners planning a new community or redeveloping an existing operation, owners transitioning management, as well as managing the due diligence for acquisitions. We maximize operating results while stressing management reporting, compliance and transparency. GMS is a Greystone Company (Greystone). Founded in 1982, Greystone is the nation’s leading developer and manager of continuing care senior living communities. Our integration of sophisticated services delivered by an experienced team of professionals allows us to provide quality care to residents, manage risks for owners and drive performance for investors. Greystone’s staff of 160 professionals has successfully developed more than 8,000 housing and supportive care units for owners in 28 states requiring more than $5 billion in capital. GMS has opened and managed more than 50 senior living communities with operating revenues exceeding $400 million, serving more than 10,000 residents supported by a staff of more than 5,000 employees. GMS services are supported by Greystone’s in-house expertise in virtually all areas required for success in the senior living business, including market and financial analysis; strategic planning; resident marketing, sales and occupancy; design, construction and engineering; and the capital markets.

1

O UR VALUES We must be responsible. Greystone feels a responsibility to build a company for the long run that will benefit our clients, their residents and staff, our employees and the communities in which we operate across the country. We serve our clients in a manner designed to build trust over the long term. We maintain ethical and responsible business practices to accomplish this goal and provide our services for a reasonable fee. We manage risk. A senior living community will not achieve its potential if risks inherent in the business are not managed properly. Risks must be identified, analyzed, and managed over the long term. Stress tests should evaluate any potential impact to operations and a client’s financial goals. We develop leaders. Leadership comes in many forms. We must be true to ourselves to assure our recommendations to clients result in thoughtful, unbiased advice. We must be creative in overcoming challenges within the constraints of the market and a client’s goals. Good people want to work for good leaders. Good leadership is judged by the test of time. Our strength is our people. Nothing is more important to our industry and our company than our ability to attract and retain talented and dedicated professionals. Ours is a complicated business. Managing it requires complex systems, extensive quantitative skills and risk discipline. But, being smart is not enough. Emotional intelligence matters in management requiring empathy, compassion and strength of character. To thrive at Greystone we must treat clients and residents respectfully, while staying true to our culture that stresses honesty, teamwork, mutual respect and quality. Ensuring that we have the best people, training and leadership in place requires that we do many things right. This in turn allows us to attract, retain and develop the best people. We build relationships. We are only successful when our client achieves success. As a professional services firm without ownership in real estate we are only rewarded when we perform. To perform successfully we must have an honest and long-term relationship with a client. Our decades of experience create value for clients who in turn reward us with long-term relationships.

2

O UR P HILOSOPHY Experience. Our management philosophy results from decades of hands-on experience with a variety of projects. Our singular goal is service excellence to drive the success of our client. All systems, programs and procedures have been designed by our professional team to enhance our ability to drive that success, and enhance the lives of our residents. The resident comes first. If we meet and exceed the expectations of our residents and their families our goals will be accomplished more easily. Staff are trained to appreciate they are working in the residents home; residents are not living in “a facility”. Instead we promote the concept of “community”. This requires effective communications with a variety of constituents and continuous quality improvement supported by a hospitality-driven culture to build trust and goodwill. Economic success will follow satisfied customers. A senior living community is an operating business. The value of a senior living community is derived from its operations, not its real estate. While capital expenditures must be planned and location is important, the primary appeal to seniors derives from the lifestyle included in the program of services and delivered to residents. Hospitality, service quality and resident programming are key elements for success. Financial discipline drives value. Financial discipline drives economic performance and is critical to success, for owners and residents. Successful communities find a proper balance between market and financial priorities. Continuous quality improvement is essential. Employees must be empowered with the responsibility to improve the delivery of services to residents. Management must be supportive by designing systems to drive incremental, data-supported improvements leading to desired customer satisfaction. Integrated solutions are critical. To be successful in the complex business of senior living over time, owners and management must work together as a team with a variety of specializations, including: strategic planning; market and competitor analysis; financial analysis; renovation, expansion and redevelopment; resident marketing and sales: financing and re-financing; and consultation in general areas such as long-term care insurance, procurement, reimbursement, and alternative delivery systems such as adult day care, memory support, and Alzheimer's care, etc. The owner stays in control. Management systems should assure proper communications, reporting and transparency are in place to allow the owner to make informed and timely decisions.

3

O UR APPROACH T O M ANAGEMENT SERVICES For a senior living community to maximize its value to residents and owners, it must be aligned with its market, exceed quality service expectations of residents and achieve its financial performance goals. We achieve these results by providing a blend of consulting, marketing and management services. This requires a broad mix of experience, capabilities and resources and the knowledge of when and how to employ them. Ours is a business-oriented, hospitality-based management approach. Each management engagement includes thorough planning, disciplined execution and if needed, corrective action. Planning Thorough planning cannot be overstated; it is the cornerstone of future success. With each engagement we understand the owner’s goals and what it takes to be successful. For a newly constructed community we begin months prior to first occupancy with a detailed pre-opening plan designed to open the community smoothly and efficiently to minimize risk. If we assume management responsibility for an existing community we prepare a detailed transition plan identifying all critical elements to be addressed as we assume responsibility. With each community we manage planning is an ongoing proactive process. We collaborate with the owner on a Comprehensive Management Operations Plan with clearly stated goals, strategies and tactics. This Plan provides a forward look of business outcomes to inform the Owner and Greystone about prudent decision making. Execution Discipline in execution brings good planning to realization. We provide a proven management system incorporating key elements of successful operations including: management of day-to-day operations, leading edge marketing tactics, extensive and tested financial management, training, and hospitality based systems and procedures. We assign a broad team of experienced and caring professionals to carry out our responsibilities to achieve results. This approach is blended with an understanding of the unique culture of each community in order to meet the mission and goals of the owner. Measurement Ultimately, the final results measure success. We provide detailed and ongoing communication and reporting to owners to measure results. When results are not in alignment with goals, we challenge, push and reset direction to achieve alignment. As your management company we are responsible for creating strategies, implementing solutions, and continuously planning for the long-term success of your communities. Please refer to Appendix A for an outline of management and marketing services.

4

O UR REFERENCES C LIENT R EFERENCES Mr. Charles Brewer Chief Executive Officer Senior Quality Lifestyles Corporation Dallas, Texas (972) 406-6775 Mr. Scott Heady Board Chair Santa Marta 4832 W. 121st Street Overland Park, KS 66209 (913) 345-9644

Mr. Larry Crimmins Board Chair Edgewood Summit 51 N. Abney Circle Charleston, WV 25314 (304) 346-9503 Ms. Kathy Silard Chief Operating Officer Stamford Health Systems 30 Shelburne Road at W. Broad Street Stamford, CT 06902-3633 (203) 325-7505

P ROFESSIONAL R EFERENCES Mr. William L. Minnix, Jr. President & CEO American Association of Homes & Services for the Aging 2519 Connecticut Avenue, NW Washington, DC 20008-1520 (202) 508-9425

Mr. Dan Hermann Managing Director & Group Head Ziegler Capital Markets Group One South Wacker Drive, Suite 3080 Chicago, Illinois 60606 (312) 263-0110

Mr. William Sims Managing Principal Herbert J. Sims & Co., Inc. 3530 Post Road, Suite 301 Southport, CT 06890 (203) 418-9001

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Appendix A Outline of Management and Mar keting Ser vices

O UR M ANAGEMENT AND M ARKETING SERVICES OVERVIEW Senior living communities are driven by their local market and a “one size fits all” approach to management will fail to maximize a community’s success. Our management and marketing teams work with Owners to develop a customized approach to management and achieve success, while bringing the breadth of our corporate experience and tools to the table. However, the operating of a senior living community cannot just focus on day-to-day activities. Plans must be put in place, developed and executed to support the long-term success of the community and goals of the Owner. To accomplish short-term and long-term goals, Greystone’s services include: •

Operations Management for day to day management

•

Sales and Marketing Management to achieve full occupancy

•

Transition Management to move to a new Owner or Manager

•

Business Management to address business challenges

•

Pre-Opening Management to start up a new community

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TRANSITION MANAGEMENT SERVICES Transitioning management is a complex undertaking. When transitioning from the current manager, we focus on understanding current operations and the goals of the organization, review and adapt policies and procedures, evaluate how services are delivered, transition staff, establish reporting dynamics, and facilitate necessary regulatory notifications. Policies and Procedures A critical element of transitioning is to understand existing policies and procedures. We conduct a review with the local management team to understand current initiatives and priorities. Greystone has a comprehensive set of Standards and Guidelines which can be adapted and added, as appropriate. Systems & Service Delivery We develop an understanding of how services are delivered, and what systems are utilized to accomplish service delivery. Each department and level of care is reviewed utilizing checklists specific to their discipline. Human Resources & Staff Needs For a new Owner, transition of staff members must be performed carefully and quickly to avoid disruption. We work with the onsite team to transition payroll, benefits and all related employee information for existing staff. Additionally this is the appropriate time to review employee job descriptions, understand organizational hierarchy and evaluate staffing levels by department. Communication Ongoing and effective communication and follow-up is critical during transition of management or ownership. Greystone’s communication plan involves meetings with all key stakeholder groups including the Board, the onsite Management Team, Resident Council Board and Staff members. Follow-up meetings are conducted as necessary to provide appropriate updates and answers to critical questions. Finance and Information Services Greystone recommends and utilizes a decentralized system of finance and information services. The Community maintains the technology, systems and information related to the community’s operations. If necessary, new information services are implemented. Local staff is supported by Greystone’s corporate financial management staff. During the transition we review the financial reporting tools, processes and dynamics and bring them to a Greystone standard.

During the Transition period Greystone provides the necessary framework for addressing the most immediate and critical items, while also laying a foundation for ongoing tasks that will continue to guide success over the intermediate and long-term. The Transition period is the first step towards refocusing the community on meeting the goals of the organization.

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THE BUSINESS IMPROVEMENT PLAN Greystone has experience working with communities that need prioritizing and focusing on key areas to optimize short-term performance while planning for continued long-term improvement. When Greystone is engaged as manager, a Business Improvement Plan is prepared. The Business Improvement Plan identifies current marketing and operational issues, prioritizes them and outlines steps to address, correct and improve. The Business Improvement Plan consists of: •

Reviewing the organization’s history, current status and short-term and long-term and goals in conjunction with current initiatives and priorities;

•

Preparing a market analysis to identify market needs, constraints, and opportunities:

•

Recommending changes to align current resident fee schedules with the market analysis to improve occupancy and create value;

•

Reviewing resident programs and contracts, and recommending appropriate revisions including entrance fee pricing strategies, program options, and marketing incentives;

•

Developing an initial Marketing Plan with recommended strategies, staffing, urgency tactics, budget, timeline, and promotional and media campaigns;

•

Reviewing the effectiveness of resident service delivery and make recommendations to improve operations and enhance financial performance; and

•

Determining the financial impact of adopting the recommendations of the Business Improvement Plan.

We work with the local management team to prepare the Business Improvement Plan. Once approved, the Business Improvement Plan establishes marketing targets and strategies, occupancy goals, budget expectations, and key targets for your community. This short-term focus allows Greystone to provide immediate, measurable targets and results during and after the transition of management services.

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SALES AND MARKETING MANAGEMENT Management of sales and marketing is critical. Improving and stabilizing census defines success. Our approach involves understanding the local market and how the community is positioned within the local market. Greystone manages the local sales team and identifies the marketing resources necessary to achieve occupancy goals. A Marketing Plan is developed and implemented which defines the tools, tactics and budget for sales and marketing. We coordinate with your advertising agency to prepare and execute a media and promotional campaign. Our approach includes: Marketing Assessment The initial marketing assessment evaluates the local market and current marketing function and results in the creation of a comprehensive Marketing Plan. The Marketing Plan defines how the community will be positioned and marketed within the local market and sets forth measurable goals. Key steps in the Initial Marketing Assessment include: •

Conducting a market analysis to understand the local market, key competitors, the community’s value proposition and positioning within the market;

•

Evaluating the existing marketing staff’s skill set and proficiencies;

•

Evaluating the lead base and tracking systems;

•

Reviewing, and if necessary, updating resident contracts and pricing;

•

Determining the effectiveness of current marketing tactics and collateral materials;

•

Auditing the available inventory of units and making any recommendations as necessary;

•

Establishing relationships with community providers and referral sources; and

•

Formulation of a Marketing Plan based upon information gathered.

Ongoing Marketing Management Ongoing marketing management involves implementation of the Marketing Plan, ongoing oversight and training of the marketing staff and real-time revisions to the Marketing Plan as new information is gathered. The goal of the ongoing marketing management is to provide the sales team with the required tools, tactics and oversight to achieve the goals set forth in the Marketing Plan. Greystone’s ongoing marketing management includes: •

Regional supervision of the marketing program;

•

Tracking and updating of the Marketing Plan;

•

Establishing and monitoring marketing, sales and occupancy goals; and

•

Creating and managing the marketing budget based upon the Marketing Plan.

Advertising & Communication Support A key component of the Marketing Plan is the integration of a media and promotions strategy. We coordinate with your advertising agency to determine strategic positioning and branding. An advertising campaign is developed and implemented which consists of a wide spectrum of strategies including: •

Integrated communications plans;

•

Targeted direct mail campaigns;

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•

Development of collateral sales materials;

•

Establishment of lead generation programs; and

•

A public relations strategy.

Sales Management Services Effective implementation of the Marketing Plan requires an experienced and trained sales staff. Greystone’s sales management services are focused on developing a results-oriented sales staff. Greystone regional marketing oversight provides the tools and direction to achieve sales and marketing goals. Our sales management capabilities include: •

Recruiting, training and coordinating the sales staff;

•

Monitoring, evaluating and developing staff proficiencies;

•

Implementing and managing compensation and incentive programs;

•

Teaching and utilizing lead and prospect tracking systems;

•

Monitoring and responding to lead volume, tracking, velocity and closing ratios; and

•

Overseeing the apartment personalization and move-in coordination processes.

Successfully managed communities have strong marketing functions with a consistent sales staff and well-developed, but dynamic media and promotions. Greystone has real-time marketing experience across the country that allows us to bring necessary resources to bear and innovative tools, strategies and programs to meet the sales and marketing goals of the communities we manage.

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BUSINESS MANAGEMENT Managing the business of a senior living community is a complex undertaking. On an annual basis, Greystone prepares a Comprehensive Operations Plan for each community. The Comprehensive Operations Plan integrates the operating and capital budgets, the marketing plan, resident satisfaction initiatives, and the long-term goals of the Community to create an integrated, forward looking business plan. The Comprehensive Operations Plan The Comprehensive Operations Plan is part of a multi-disciplinary approach that addresses all aspects of community which: •

Provides a detailed annual budget and three-year forward financial look for the community;

•

Outlines a comprehensive Sales and Marketing Plan;

•

Identifies present and future capital replacements;

•

Addresses resident and employee satisfaction and retention strategies,

•

Provides an in-depth employee training calendar; and

•

Creates a platform for quarterly review and adjustment of tactics and strategies.

Financial Management Services In addition to providing support through the initial accounting transition, the Financial Management Services Team provides ongoing services to assist the community in: •

Managing timely revenue collections and expense disbursements;

•

Establishing and supporting de-centralized accounting systems and processes;

•

Providing an experienced financial services team to perform or support CFO/Controller functions and provide oversight, ongoing support and training to on-site accounting staff. This also allows for maintenance of continuity in the business office in case of turnover;

•

Assistance with regulatory and bond financing reporting requirements;

•

Providing support during the audit process; and

•

Preparation of annual budgets is performed for every department. Monthly reports are generated comparing actual costs to the established budgets which are closely monitored and evaluated to help define refinements in strategies as necessary.

The Business Management of a senior living community requires an interdisciplinary approach one that is not only focused on the budget and goals of the coming year, but also the necessary steps toward achieving the community’s long-term plans. At all times Greystone remains available as a resource to solve problems or identify opportunities.

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OPERATIONS MANAGEMENT SERVICES To manage the daily operations of a community our services and focus are on: Systems, Procedures & Operations Documentation Greystone has a comprehensive set of standards and guidelines that are customized to each community. A detailed set of standards and guidelines provide the structure and consistency required for staff to perform their duties, goals to be set and measured and operating success to be achieved. •

Operating policies, or Standards and Guidelines, are established for each department and customized to reflect each community’s unique character;

•

All key personnel are hired and trained in their duties as described in written job descriptions and in accordance with the employee handbook and appropriate department operating manuals;

•

All salary scales and benefit packages for employees are reviewed on a regular basis;

•

Employee Handbooks and Policy Manuals are created or coordinated with existing polices, if appropriate; and

•

Comprehensive Regional oversight is provided to Executive Directors and Department Managers.

Training Greystone provides specific training across three different areas: Operations Management; Marketing Services; and training for Senior Management and the Board of Directors. Regular training opportunities are not just focused on addressing immediate needs, but also long-term career growth and education, including: Operations Management Training • Department-specific Operations Task Force Retreats geared toward department managers; • Bi-Annual Health Services Orientation and training for health services team leaders; • Mid-Year Management Symposium conducted for Executive Directors and selected Community Management Team Members; • Specialized hospitality training geared to managers and line level employees. • Ongoing Leadership Development to broaden the capabilities of local management teams Marketing Services Training • Quarterly Sales School geared to training sales people; • On-site sales training and tactics; • Quarterly training visits with the local sales team. Focus on position-specific training. Senior Management/Board/Owner • Annual Greystone Event for owners, executive directors, board members, and team members. Health Services Management Recognizing the complexity of health services operations, Greystone’s team of Health Services professionals works with the community’s operations team to promote the delivery of quality health services to residents. Health Services oversight includes: 13

•

Programming designed to promote Resident Wellness and Independence;

•

Specialized Memory Support programming and training;

•

Comprehensive site visits and operational analyses; and

•

Regional support for Executive Directors, Administrators and Directors of Nursing.

Operations management is a challenging task – staff retention, resident satisfaction, management and Board education and commitment are all critical to the long-term success of a senior living community. Greystone’s systems, programs, and standards and guidelines are designed to be customized and adapted for each community. Ongoing training with Greystone’s various management task forces allows for staff development and enables the sharing of best practices. In addition, a health services-specific focus is critical to an optimally functioning community.

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PRE-OPENING MANAGEMENT Over the past ten years Greystone has successfully opened more than 30 communities. In order to achieve this success we prepare a detailed written Pre-opening Plan that reflects the time-critical and complex tasks required to open a community. The Pre-opening Plan creates a logical sequence and timeframe for pre-opening activities. The Pre-opening Plan stresses an interdisciplinary approach and provides a platform for team coordination and accountability. The Pre-opening plan: • Provides a comprehensive schedule of pre-opening activities; • Establishes operating systems and procedures; • Is adjusted based on the complexity and size of the opening; • Electronically tracks opening activities and provides a written schedule/timeline; • Provides the framework for the hiring of the Executive Director and Management team; • Can be easily adjusted to reflect changes; and • Provides detailed documentation of the opening activities. The complex schedule of pre-opening activities includes the following: • Creating operating budgets from operating pro-formas; • Establishing wage scales and benefit packages; • Establishing personnel policies and procedures; • Recruiting and orienting the Executive Director; • Recruiting department heads for approval by Executive Director; • Training the Executive Director and department heads; • Selecting, biding for, ordering and receiving operations equipment and accessories; • Establishing operating policies and procedures by department; • Creating the fire and disaster plans; • Establishing menus and cycles; • Preparing the community and staff for licensing inspections and approvals necessary to begin operations; • Coordinating banking functions as required; • Establishing a bookkeeping system; • Establishing accounts with vendors; • Establishing administrative procedures; • Assisting in receiving equipment and furnishings and preparing Manager’s punch list; • Implementing community public relations plan and crisis management plan, as adopted by the Owner; • Effecting a smooth move in for all residents; and The Pre-opening process is extremely complex and therefore requires a detailed Pre-opening Plan. The ultimate goal of the pre-opening process is risk mitigation. By preparing for and achieving a timely opening, the community can move-in residents in an orderly manner and bring on staff, supplies and equipment necessary for resident satisfaction, regulatory compliance and to minimize the working capital needs of the community. 15

Appendix B Management Exper ience

M ANAGEMENT E XPERIENCE Greystone’s experience includes responsibility for developing and opening new communities, managing and improving existing operations, and transitioning operations to or from a new owner or third party. Currently we have management responsibility for 19 communities, including 5,000 units, 4,300 residents and an employee base of 2,400. We have transitioned management for another 6,000 units in 32 communities to the owner or a third party.

C URRENT M ANAGEMENT R ESPONSIBILITY Community/Owner

Project Scope

Relationship

Edgemere Dallas, TX

Developer/Manager

Opened 12/2001

256 Independent Living 91 Assisted Living 72 Skilled Nursing Beds Phase II 48 Independent Living

The Buckingham Houston, TX (Senior Quality Lifestyles Corp.) Opened 05/2005

205 Independent Living 43 Assisted Living 16 Memory Support 60 Skilled Nursing Beds

Developer/ Manager

Skyline at First Hill Seattle, WA (Presbyterian Retirement Communities Northwest, Inc.) Opened 10/2009

199 Independent Living 60 Assisted Living 16 Memory Support 34 Skilled Nursing Beds

Developer/Manager

Santa Marta Olathe, KS (Catholic Care Campus, Inc.) Opened 11/2007

162 Independent Living 32 Assisted Living 16 Memory Support 32 Skilled Nursing Beds

Developer /Manager

Querencia at Barton Creek Austin, TX

Developer/ Manager

(Barton Creek Senior Living Center, Inc. – subsidiary of SQLC)

158 Independent Living 10 Cottages 60 Assisted Living 42 Skilled Nursing Beds

Opened 06/2007 Gulf Coast Village Cape Coral, FL (Gulf Care, Inc.)

154 Independent Living 68 Assisted Living 85 Skilled Nursing Beds

Manager since 2004

132 Independent Living 32 Assisted Living 16 Memory Support 30 Skilled Nursing Beds

Developer/ Manager

126 Independent Living 40 Assisted Living

Developer/Manager

(Northwest Senior Housing Corporation – subsidiary of SQLC)

The Woodlands at Furman Greenville, SC (Upstate Senior Living, Inc./Affiliated with Furman University)

Opened 03/2009 Edgewood Summit Charleston, WV (Edgewood Summit, Inc.) Opened 04/1995

17

Community/Owner

Project Scope

Relationship

The Village at Gleannloch Farms Houston, TX (The Village at Gleannloch Farms, Inc.) Opened 06/2008

103 Independent Living 20 Cottages 48 Assisted Living 35 Skilled Nursing Beds

Developer/Manager

Redstone Village Huntsville, AL

88 Independent Living 16 Cottages 50 Assisted Living 40 Skilled Nursing Beds Phase II 5 Cottages 3 Independent Living 10 Assisted Living

Developer/Manager

Concordia Life Care Community Oklahoma City, OK (Lutheran Senior Citizens, Inc.) Opened 04/2007

84 Independent Living 12 Cottages 53 Assisted Living 30 Skilled Nursing Beds

Developer/Manager

River Terrace Estates Bluffton, IN (River Terrace Estates, Inc.) Opened 05/2003

52 Independent Living 41 Assisted Living 14 Memory Support 30 Skilled Nursing Beds

Developer/Manager

The Amsterdam at Harborside Port Washington, NY (Amsterdam House CCRC, Inc.) Opened 09/2010

226 Independent Living 32 Assisted Living 18 Memory Support

Developer/Manager

Aberdeen Heights 575 Couch Avenue Kirkwood, MO 63122

243 Independent Living 30 Assisted Living 15 Memory Support 38 Skilled Nursing Beds

Developer/Manager

Mirador 7201 S. Staples Street Corpus Christie, TX 78413-5500

125 Independent Living 44 Assisted Living 18 Memory Support 41 Skilled Nursing Beds

Developer/Manager

(Redstone Military Retirement Residence Assoc)

Opened 11/2004

Developer/Manager

Moldaw Family Residences 899 E. Charleston Road Palo Alto, CA 94303

The Stayton at Museum Way 2720 W. Seventh Street, Suite 200 Fort Worth, TX 76107

181 Independent Living 42 Assisted Living 20 Memory Support 46 Skilled Nursing Beds

Developer/Manager

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M ANAGEMENT T RANSITIONED TO O WNER /T HIRD PARTY Transitioning operations to the owner or a third party is accomplished with little disruption in the delivery of services to residents. Community/Owner

Project Scope

Relationship

Freedom Village* Bradenton, FL (Westport, Ltd)

510 Independent Living 140 Assisted Living 120 Skilled Nursing Beds

Manager

The Clare at Water Tower Chicago, IL (Franciscan Sisters of Chicago Service Corp)

248 Independent Living 39 Assisted Living 15 Memory Support 32 Skilled Nursing Beds

Developer/Manager

Harbor’s Edge Norfolk, VA (Fort Norfolk Retirement Community, Inc.)

163 Independent Living 33 Assisted Living 17 Memory Support 33 Skilled Nursing Beds

Developer/Manager

The Covenant at South Hills* Mt. Lebanon, PA (B’nai B’rith Housing, Inc.)

126 Independent Living 48 Assisted Living 12 Memory Support 46 Skilled Nursing Beds

Developer/Manager

Lambeth House New Orleans, LA (Episcopal Housing for Seniors, Inc.)

118 Independent Living 51 Assisted Living 39 Skilled Nursing Beds

Developer/Manager

The Highlands at Pittsford Rochester, NY (Highland Hospital)

171 Independent Living 60 Assisted Living Existing Nursing Beds

Developer/Manager

Village at Heritage Point Morgantown, WV (Monongalia General Hospital)

90 Independent Living 40 Assisted Living Existing Nursing Beds

Developer/Manager

Ferris Hills at West Lake Canandaigua, NY (F.F. Thompson Health System)

84 Independent Living 48 Assisted Living Existing Nursing Beds

Developer/Manager

Pennsylvania Place Ottumwa, IA (Ottumwa Regional Hospital)

81 Independent Living 34 Assisted Living Existing Nursing Beds

Developer/Manager

75 Independent Living 48 Assisted Living

Developer/Manager

69 Independent Living 48 Assisted Living Existing Nursing Beds

Developer/Manager

Regency Pointe Rainbow City, AL (Baptist Health Services) Glenwood Marietta, OH (Marietta Memorial Hospital)

19

Community/Owner

Project Scope

Relationship

University Village* Tampa, FL (Westport)

448 Independent Living Apartments 100 Assisted Living Apartments 120 Nursing Home Beds

Manager

Las Ventanas Summerlin, NV (Westport)

204 Independent Living Apartments 60 Assisted Living Apartments 60 Nursing Home Beds

Developer/Manager

The Overlook Charlton MA (Masonic Health Systems)

219 Independent Living Apartments Existing Assisted Living Apartments Existing Nursing Home Beds

Manager

Penick Village Southern Pines, NC (The Episcopal Home for the Ageing in the Diocese of North Carolina)

141 Independent Living Apartments 29 Assisted Living Apartments 50 Nursing Home Beds

Manager

The Atrium at Cedars Portland, ME (JHA Properties, Inc.)

61 Independent Living Apartments

Manager

Maplewood Clarksburg, WV (United Hospital Center)

84 Independent Living Apartments 44 Assisted Living Apartments 51 Existing Nursing Home Beds

Developer/Manager

Asbury Pointe Buffalo, NY (Beechwood Residence)

68 Independent Living Apartments Existing Nursing Home Phase II 44 Independent Living Apartments

Developer/Manager

Montgomery Place Hyde Park, IL (Episcopal Housing)

160 Independent Living Apartments 93 Nursing Home Beds

Manager

Kobernick House Sarasota, FL (Jewish Housing Council)

188 Independent Living Apartments 85 Assisted Living Apartments 15 Alzheimers Units

Manager

Stratford House Danville, VA (Danville Regional Med. Center)

57 Independent Living Apartments 16 Assisted Living Apartments 60 Nursing Home Beds

Manager

Silver Maples Chelsea, MI (Chelsea Community Hospital/ Chelsea Methodist Home)

48 Independent Living Apartments 62 Assisted Living Apartments

Developer/Manager

132 Independent Living Apartments 48 Assisted Living Apartments 40 Nursing Home Beds

Developer/Manager

Blakeford at Green Hills Nashville, TN (Blakeford at Green Hills Corp.) Weinberg Village Tampa Bay, FL (Tampa/JCC Federation)

75 Assisted Living Apartments

Manager

20

Community/Owner

Project Scope

Relationship

Well•Spring Greensboro, NC (Well•Spring, Inc.)

209 Independent Living Apartments 40 Assisted Living Apartments 20 Nursing Home Beds

Manager

NorthPark Terrace Sioux City, IA (St. Luke’s Health System)

48 Independent Living Apartments 62 Assisted Living Apartments

Developer/Manager

Royal Oaks Dalton, GA (Hamilton Medical Center)

72 Independent Living Apartments 40 Assisted Living Apartments

Developer/Manager

Cumberland Crossings Carlisle, PA (Carlisle Hospital)

115 Independent Living Apartments 55 Assisted Living Apartments 59 Nursing Home Beds

Manager

Coral Oaks Palm Harbor, FL (Integrated Resources, Inc.)

205 Independent Living Apartments 50 Assisted Living Apartments

Manager

Worthington Club Lake Worth, FL (Columbia Savings & Loan)

174 Independent Living Apartments

Manager

The Village at Park Ridge Rochester, NY (Park Ridge Hospital)

150 Independent Living Apartments 30 Assisted Living Apartments

Developer/Manager

82 Independent Living Apartments 40 Assisted Living Apartments

Developer/Manager

Chancellor’s Village Fredericksburg, VA (Mary Washington Hospital) Kahala Nui Honolulu, HI (Kahala Senior Living Community, Inc.) Opened 02/2005

270 Independent Living 41 Assisted Living 22 Memory Support 60 Skilled Nursing Beds

Developer/Manager

Edgehill Stamford, CT (Stamford Health System)

207 Independent Living 20 Assisted Living 60 Skilled Nursing Beds

Manager since 2007

La Posada Palm Beach Gardens, FL (Westport Holdings PBG, LP) Opened 09/2004

206 Independent Living 48 Assisted Living 40 Skilled Nursing Beds

Developer/Manager

Legacy at Willow Bend Plano, TX

103 Independent Living 12 Cottages 40 Assisted Living 18 Memory Support 60 Skilled Nursing Beds

Developer/Manager

(Willow Bend Retirement Community Inc. Affiliated with Legacy Senior Communities, Inc.)

Opened 04/2008

21

Community/Owner Hartsfield Village Munster, IN (Community Village, Inc.) Opened 02/1999

Project Scope 106 Independent Living 50 Assisted Living 106 Skilled Nursing Beds Phase II 24 Assisted Living 24 Memory Support

Relationship Developer/Manager

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Appendix C Or ganizational Char ts

G REYSTONE C ORPORATE SERVICES

ORGANIZATIONAL CHART

M. Lanahan - Chairman P. Steinhoff - Vice Chairman & C.E.O. M. Andrews - President & C.O.O. J. Spooner - Executive Vice President

CORPORATE SUPPORT SERVICES

ACCOUNTING SERVICES J. Wood - First VP & CFO J. Holt - VP B. Bynum - VP T. Moden - Sr. Associate

CLIENT SERVICES ACCOUNTING D. Gilbert - VP T. Belanger - Manager K. Mimms - Sr. Associate M. Utley - Sr. AP Associate A. Maloney - Associate L. Wolcott - Associate V. Graves - Admin. Asst.

PLANNING & FINANCIAL SERVICES

DEVELOPMENT SERVICES

B. Schiff - SVP

D. McDowell - SVP

A. Carrell - Sr. Admin. Asst.

L. Martinelli - Admin. Asst.

PROFESSIONAL STAFF S. Jackson - VP Corporate B. Straub - VP Corporate S. Pena - VP R. Randall - VP K. Cavrich - Sr. Manager A. Loukas - Manager J. Slack - Sr. Associate S. Jones - Associate C. Jensen - Associate S. Lin - Associate N. Adams - Associate K. Childers - Associate

PROFESSIONAL STAFF P. Gleason - FVP B. Derr - FVP R. Green - VP Corporate M. Shegon - VP Corporate R. Jones - VP B. Flaten - VP K. Henry - Sr. Manager M. Harral - Manager J. Holmes - Manager J. Nowell - Manager

T. Moore - Sr. Executive Asst

HUMAN RESOURCES & OFFICE ADMINISTRATION C. Smith - VP Corporate J. Musgrove - Sr. Manager J. Sisk - Sr. Admin. Asst.

INFORMATION SYSTEMS A. Shaw - Manager

CORPORATE COMMUNICATIONS B. Riddell - Director

MARKETING SERVICES

MANAGEMENT SERVICES

B. Byers, SVP

R. Cumberland -SVP

W. Stewart - Sr. Admin. Asst.

J. Wagner - Admin. Asst.

PROFESSIONAL STAFF M. Fritz - FVP M. Smith - VP Corporate N. Hillmer - VP Corporate C. Schwambach - VP Corporate A. Hanson - Sr. Manager P. Brewster - Sr. Manager L. McGuire - Sr. Manager T. Mackin - Sr. Manager M. Krantz - Sr. Manager M. Fitts - Sr. Manager K. Graeber - Reg. Manager M. Cheek - Reg. Manage S. Hutson - Reg. Manager J. Smith - Sr. Associate K. Meador - Sr. Associate A. Moses - Sr. Associate

PROJECTS

FINANCIAL SUPPORT SERVICES J. Knox - SVP R. Kaufman - Admin. Asst.

PROFESSIONAL STAFF S. Ailey - VP M. McAllister - Sr. Manager H. Griffin - Sr. Manager M. Barber - Sr. Manager M. Connors - Manager A. Ginty - Manager R. Seth - Sr. Associate B. Puryear - Associate E. Hart - Associate J. Morcom - Associate K. Massimino - Associate

TECHNICAL SUPPORT SERVICES

REGIONAL MANAGEMENT T. Mallad - FVP H. Weyand - FVP E. Thorne - Corp. VP R. Pruett - VP D. Keaton - VP

HEALTH CARE MANAGEMENT S. Plasterr - VP C. Burdick - Sr. Manager EXECUTIVE DIRECTORS

OPS A. Meier - Associate

FIELD STAFF PROFESSIONAL STAFF HEALTH CARE FINANCE B. Louder - Sr. Manager

TASK FORCES Business Office Dining Services HR/Team Development Healthcare Hospitality Lifestyle Marketing & Operations Plant Operations

PROCUREMENT SERVICES

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G REYSTONE M ANAGEMENT SERVICES

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Appendix D Resumes of Management Key Per sonnel

O UR KEY PERSONNEL FOR MANAGEMENT SERVICES RICHARD W. CUMBERLAND Senior Vice President Mr. Cumberland has direct responsibility for supervising Greystone's Management Operations and Financial Services teams. These teams include approximately thirty professionals providing corporate support to Executive Directors who oversee Greystone managed communities. Prior to joining Greystone in 1999, Mr. Cumberland was Regional Executive Director for a Florida CCRC corporation for over twelve years, including oversight of two large CCRC's of approximately 2,000 residents and staff of 1,400. Mr. Cumberland excels at building sound operational teams, expanding existing communities, building strong communication networks and enhancing resident relations. JAMES D. KNOX Senior Vice President Mr. Knox is responsible for Greystone Management's Financial Support Services, including oversight of community accounting functions, preparation of monthly financial and operational reports and coordination of the annual budget process. He is also responsible for analysis of operating results, projection of future performance and compliance with regulatory reporting requirements. Prior to his current position, Mr. Knox was part of Greystone's Planning and Financial Services Department. Prior to joining the company in 1994, Mr. Knox was a Senior Associate with Coopers & Lybrand in Dallas, Texas, where he provided accounting and financial services to clients in several industries. Mr. Knox received a B.S. from Iowa State University and a Masters of Professional Accounting from the University of Texas at Austin. Mr. Knox is a Certified Public Accountant. TIMOTHY A. MALLAD First Vice President Mr. Mallad develops operational systems, formulates policies and procedures and assists with the opening of Greystone managed communities. He also has responsibility for supervising and supporting the Executive Directors who directly oversee these communities. Prior to joining Greystone's corporate staff, Mr. Mallad served five years as an Executive Director for Greystone. Mr. Mallad began his career in senior housing in 1987 as a Director of Marketing, and also has served as an Associate Administrator for a large continuing care retirement community. Mr. Mallad graduated from Wayne State University in Detroit, Michigan with a Bachelor of Arts degree in Public Relations. He is a licensed Nursing Home Administrator in the state of Michigan.

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R. EDWARD THORNE Corporate Vice President Mr. Thorne joined Greystone in 1998 and is responsible for overseeing the onsite Executive Director's as well as the development of the management and hospitality culture as each community transitions from development services to operations. Mr. Thorne has particular expertise in the turnaround of troubled communities as well as redevelopments. He was the Executive Director for two Greystone communities prior to joining the corporate staff in 2003. Mr. Thorne has worked in the senior housing and health care field for over 25 years. Mr. Thorne received his Bachelor of Arts from the University of South Carolina with a concentration in Business and Government. He is a licensed Nursing Home Administrator in the state of Virginia. HAROLD S. WEYAND First Vice President Mr. Weyand is responsible for the daily operations of two continuing care retirement communities in Florida. Prior to joining Greystone, Mr. Weyand was an Executive Director for a national development and management company. He is currently the Vice President/President-Elect of the Florida Retirement Housing Council and is licensed as a nursing home and assisted living administrator. Mr. Weyand is approved by the state of Florida as an Alzheimer's trainer. Mr. Weyand received his B.A. in History from Nyack College, Nyack, New York and his M.A. from University of South Florida in Gerontology.

CELESTE BURDICK Senior Manager Ms. Burdick provides clinical support services for Greystone managed community health centers, assisted living and memory support levels of care. Focus areas include state and federal regulatory compliance, staff training, quality assurance, risk management, hospitality and culture change. Ms. Burdick provides support to pre-opening communities and existing communities. Ms. Burdick’s experience includes over 19 years in long term care in several continuing care retirement communities in Florida. Ms. Burdick is a registered nurse (Florida), board certified in Gerontological Nursing. She completed a Bachelor of Science Degree at National-Louis University. Ms. Burdick is a certified provider by the state of Florida for staff training on Alzheimer’s Disease and Related Disorders.

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SUE PLASTERR Vice President, Health Services Ms. Plasterr joined Greystone Communities in 2008 with over 25 years’ experience in senior housing and long term care. Ms. Plasterr provides consultation and support to Greystone clients in nursing and assisted living services. Ms. Plasterr received her nursing degree from Marshall University and a B.S. in Applied Gerontology from the University of North Texas. She is a licensed Registered Nurse and a licensed Nursing Home Administrator in the state of Texas.

BRUCE C. BYERS Senior Vice President Mr. Byers is responsible for the marketing of new developing projects through the start of the operational process. He coordinates and assists our marketing efforts between regional sales team members and our clients. He has worked in this industry for 16 years and has been involved with the marketing of over 70 senior living communities from California to Maine. Prior to joining Greystone, Mr. Byers was the Senior Vice President of Sales for a senior living development company. Mr. Byers is a graduate of Indiana University of Pennsylvania.

MARY BETH FRITZ First Vice President Ms. Fritz has the responsibility for marketing and sales activities for new and existing senior living communities. Her responsibilities include staff recruitment and training, coordination of advertising, public relations, promotional activities and on-going sales support. Prior to joining Greystone in 2004, Ms. Fritz was a Vice-President of Sales and Marketing for two different developers of senior living communities. With an emphasis on pre-finance sales and marketing, Ms. Fritz has had experience with communities in Illinois, California, Oklahoma, Georgia, Pennsylvania, Indiana, Massachusetts, New Jersey and New York. Ms. Fritz received a B.A. in Social Welfare from the Pennsylvania State University.

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MERNA SMITH Corporate Vice President Ms. Smith joined Greystone in November 2006 and is primarily responsible for the occupancy development in operational communities developed and managed by Greystone. This includes staff recruitment and training, sales and marketing execution, strategic planning and budget oversight. Prior to joining Greystone, Ms. Smith was a Corporate Director of Marketing and Operations where she was responsible for Marketing and Sales oversight for 26 various types of senior living communities. She handled the opening and start-up operations of new communities for all levels of senior living and healthcare including Independent Living, Memory Support and Skilled Nursing. Ms. Smith attended the University of California at Davis, is a current member of the AAHSA Marketing Steering Committee, and has earned her RCFE Administrators License and California Real Estate License.

NANCY S. HILLMER Corporate Vice President Ms. Hillmer has responsibility for occupancy development of new and existing senior living communities. Her responsibilities include staff recruitment and training, ongoing sales and marketing activities, creation/implementation of marketing plans and budgets, and coordination of advertising and promotions. Prior to joining Greystone in 1995, Ms. Hillmer spent twelve years in the travel industry as General Manager and Marketing Director for a national destination and tour company serving primarily the senior market. Her responsibilities included management of tour operations, domestic and international sales and corporate marketing activities. Ms. Hillmer attended St. Mary's University and the University of Texas at San Antonio.

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Appendix E Gr eystone Backgr ound and Histor y

G REYSTONE BACKGROUND AND H ISTORY Greystone Communities, Inc. was founded in 1982 to serve the senior living industry and today is a recognized leader in the industry. We have successfully demonstrated that the integration of sophisticated and specialized management and consulting services provides the best solution to the complex business of developing, managing and marketing state-of-the-art senior living communities. By employing the highest level of skills, together with our unified approach to the delivery of our services, Greystone measurably enhances the quality of each individual service and improves the success of each community and owner we serve. Greystone's services are designed to enable existing and potential owners of senior living communities to successfully develop and operate a continuum of care for seniors including independent living apartments and cottages; assisted living and memory support units; personal, Alzheimer’s, and long-term care units . Our services encompass all areas critical to the senior housing business including operations management services, resident marketing, strategic planning, campus planning, development, financing, mergers and acquisitions. We have been successful in developing new communities; enhancing the hospitality culture and improving resident satisfaction; improving financial performance; re-developing and repositioning older communities; and restructuring and turning around troubled communities. Greystone's professionals bring their national experience of more than three decades of involvement in a variety of projects. This experience base includes having: •

Consulted with more than four hundred (400) proprietary and non-profit owners and sponsors of senior living communities in forty-four (44) states including stand alone and multi-campus senior living organizations, investment groups, hospitals, universities, churches, nursing homes, assisted living facilities, military organizations and other groups;

•

Management responsibility for over fifty (50) senior living communities, including more than 8,000 housing and supportive care units;

•

Marketed more than 30,000 housing units, including current responsibility for more than 165 Resident Sales Counselors;

•

Development responsibility for more than one hundred (100) senior living community startups, redevelopments and expansions involving more than $6.5 billion in capital costs and providing approximately 11,000 housing and supportive care units for seniors. Project budgets have ranged from under $10 million to over $300 million; and

•

Experienced corporate team of over 160 professionals with backgrounds in planning, marketing, operations, health services, construction and development, and design.

In each engagement Greystone strives to exceed a client's expectations while delivering its services with objectivity, professionalism and integrity. Greystone adopted its high standards in recognition that the work it performs has a direct impact on a client's success, which in turn is critical to the success of Greystone.

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