Attached files
| file | filename |
|---|---|
| 8-K - 8-K - SUNRISE SENIOR LIVING INC | a12-15912_18k.htm |
| EX-2.1 - EX-2.1 - SUNRISE SENIOR LIVING INC | a12-15912_1ex2d1.htm |
| EX-99.1 - EX-99.1 - SUNRISE SENIOR LIVING INC | a12-15912_1ex99d1.htm |
Exhibit 99.2
SUNRISE SENIOR LIVING, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
|
|
|
Historical |
|
|
|
Pro Forma |
| |||
|
|
|
March 31, |
|
Pro Forma |
|
March 31, |
| |||
|
(In thousands, except per share and share amounts) |
|
2012 |
|
Adjustments |
|
2012 |
| |||
|
ASSETS |
|
|
|
|
|
|
| |||
|
Current Assets: |
|
|
|
|
|
|
| |||
|
Cash and cash equivalents |
|
$ |
47,237 |
|
5,000 |
(1) |
$ |
52,237 |
| |
|
Accounts receivable, net |
|
45,525 |
|
(659 |
)(2) |
44,866 |
| |||
|
Income taxes receivable |
|
2,141 |
|
|
|
2,141 |
| |||
|
Due from unconsolidated communities |
|
16,991 |
|
62 |
(2) |
17,053 |
| |||
|
Deferred income taxes, net |
|
19,845 |
|
|
|
19,845 |
| |||
|
Restricted cash |
|
47,736 |
|
|
|
47,736 |
| |||
|
Assets held for sale |
|
5,644 |
|
|
|
5,644 |
| |||
|
Prepaid expenses and other current assets |
|
8,418 |
|
(144 |
)(2) |
8,274 |
| |||
|
Total current assets |
|
193,537 |
|
4,259 |
|
197,796 |
| |||
|
Property and equipment, net |
|
771,668 |
|
(183,676 |
)(2) |
587,992 |
| |||
|
Intangible assets, net |
|
37,807 |
|
(774 |
)(2) |
37,033 |
| |||
|
Investments in unconsolidated communities |
|
42,241 |
|
5,097 |
(3) |
47,338 |
| |||
|
Restricted cash |
|
188,660 |
|
(2,813 |
)(2) |
185,847 |
| |||
|
Restricted investments in marketable securities |
|
2,659 |
|
|
|
2,659 |
| |||
|
Assets held in the liquidating trust |
|
23,142 |
|
|
|
23,142 |
| |||
|
Other assets, net |
|
13,625 |
|
(791 |
)(2) |
12,834 |
| |||
|
Total assets |
|
$ |
1,273,339 |
|
$ |
(178,698 |
) |
$ |
1,094,641 |
|
|
|
|
|
|
|
|
|
| |||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
| |||
|
Current Liabilities: |
|
|
|
|
|
|
| |||
|
Current maturities of debt |
|
$ |
122,475 |
|
(118,671 |
)(2) |
$ |
3,804 |
| |
|
Outstanding draws on bank credit facility |
|
39,000 |
|
|
|
39,000 |
| |||
|
Liquidating trust notes, at fair value |
|
26,255 |
|
|
|
26,255 |
| |||
|
Accounts payable and accrued expenses |
|
139,295 |
|
(3,892 |
)(2) |
135,403 |
| |||
|
Due from unconsolidated communities |
|
285 |
|
|
|
285 |
| |||
|
Deferred revenue |
|
13,500 |
|
(1,870 |
)(2) |
11,630 |
| |||
|
Entrance fees |
|
19,255 |
|
|
|
19,255 |
| |||
|
Self-insurance liabilities |
|
43,185 |
|
|
|
43,185 |
| |||
|
Total current liabilities |
|
403,250 |
|
(124,433 |
) |
278,817 |
| |||
|
Debt, less current maturities |
|
550,169 |
|
(54,574 |
)(2) |
495,595 |
| |||
|
Investment accounted for under the profit-sharing method |
|
16,674 |
|
|
|
16,674 |
| |||
|
Self-insurance liabilities |
|
42,422 |
|
|
|
42,422 |
| |||
|
Deferred gains on the sale of real estate and deferred revenues |
|
4,248 |
|
|
|
4,248 |
| |||
|
Deferred income tax liabilities |
|
19,845 |
|
|
|
19,845 |
| |||
|
Interest rate swap |
|
20,553 |
|
|
|
20,553 |
| |||
|
Other long-term liabilities, net |
|
109,780 |
|
|
|
109,780 |
| |||
|
Total liabilities |
|
1,166,941 |
|
(179,007 |
) |
987,934 |
| |||
|
Equity: |
|
|
|
|
|
|
| |||
|
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding |
|
— |
|
|
|
— |
| |||
|
Common stock, $0.01 par value, 120,000,000 shares authorized, 58,194,923 shares issued and outstanding, net of 599,423 treasury shares |
|
582 |
|
|
|
582 |
| |||
|
Additional paid-in capital |
|
489,840 |
|
|
|
489,840 |
| |||
|
Retained loss |
|
(383,256 |
) |
309 |
(4) |
(382,947 |
) | |||
|
Accumulated other comprehensive income |
|
(6,284 |
) |
|
|
(6,284 |
) | |||
|
Total stockholders’equity |
|
100,882 |
|
309 |
|
101,191 |
| |||
|
Noncontrolling interests |
|
5,516 |
|
|
|
5,516 |
| |||
|
Total equity |
|
106,398 |
|
309 |
|
106,707 |
| |||
|
Total liabilities and equity |
|
$ |
1,273,339 |
|
$ |
(178,698 |
) |
$ |
1,094,641 |
|
See accompanying notes to the unaudited pro forma consolidated financial statements.
SUNRISE SENIOR LIVING, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
|
|
|
Historical |
|
|
|
|
|
Pro Forma |
| ||||
|
|
|
Twelve Months |
|
|
|
|
|
Twelve Months |
| ||||
|
|
|
Ended |
|
|
|
|
|
Ended |
| ||||
|
|
|
December 31, |
|
Proforma |
|
Other |
|
December 31, |
| ||||
|
(In thousands, except per share amounts) |
|
2011 |
|
Adjustments |
|
Adjustments |
|
2011 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating revenue: |
|
|
|
|
|
|
|
|
| ||||
|
Management fees |
|
$ |
96,132 |
|
642 |
(5) |
|
|
$ |
96,774 |
| ||
|
Buyout fees |
|
3,685 |
|
|
|
|
|
3,685 |
| ||||
|
Resident fees for consolidated communities |
|
464,064 |
|
(10,703 |
)(6) |
(115,626 |
)(11) |
337,735 |
| ||||
|
Ancillary fees |
|
30,544 |
|
|
|
|
|
30,544 |
| ||||
|
Professional fees from development, marketing and other |
|
2,498 |
|
|
|
|
|
2,498 |
| ||||
|
Reimbursed costs incurred on behalf of managed communities |
|
715,290 |
|
5,254 |
(7) |
|
|
720,544 |
| ||||
|
Total operating revenues |
|
1,312,213 |
|
(4,807 |
) |
(115,626 |
) |
1,191,780 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Community expense for consolidated communities |
|
333,491 |
|
(6,179 |
)(6) |
(93,439 |
)(11) |
233,873 |
| ||||
|
Community lease expense |
|
76,444 |
|
|
|
(18,513 |
)(11) |
57,931 |
| ||||
|
Depreciation and amortization |
|
37,523 |
|
(1,092 |
)(6) |
(6,410 |
)(11) |
30,021 |
| ||||
|
Ancillary expenses |
|
28,396 |
|
|
|
|
|
28,396 |
| ||||
|
General and administrative |
|
114,474 |
|
|
|
|
|
114,474 |
| ||||
|
Carrying costs of liquidating trust assets |
|
2,456 |
|
|
|
|
|
2,456 |
| ||||
|
Provision for doubtful accounts |
|
3,802 |
|
(181 |
)(6) |
(582 |
)(11) |
3,039 |
| ||||
|
Gain on financial guarantees and other contracts |
|
(2,100 |
) |
|
|
|
|
(2,100 |
) | ||||
|
Impairment of long-lived assets |
|
12,734 |
|
|
|
|
|
12,734 |
| ||||
|
Costs incurred on behalf of managed communities |
|
719,159 |
|
5,254 |
(7) |
|
|
724,413 |
| ||||
|
Total operating expenses |
|
1,326,379 |
|
(2,198 |
) |
(118,944 |
) |
1,205,237 |
| ||||
|
(Loss) income from operations |
|
(14,166 |
) |
(2,609 |
) |
3,318 |
|
(13,457 |
) | ||||
|
Other non-operating income (expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
2,060 |
|
|
|
(6 |
)(11) |
2,054 |
| ||||
|
Interest expense |
|
(18,320 |
) |
1,478 |
(8) |
|
|
(16,842 |
) | ||||
|
Gain on fair value of pre-existing equity interest from a business combination |
|
11,250 |
|
|
|
|
|
11,250 |
| ||||
|
Gain on fair value of liquidating trust notes |
|
88 |
|
|
|
|
|
88 |
| ||||
|
Other expense |
|
(615 |
) |
5 |
(6) |
(1 |
)(11) |
(611 |
) | ||||
|
Total other non-operating (expense) income |
|
(5,537 |
) |
1,483 |
|
(7 |
) |
(4,061 |
) | ||||
|
Gain on the sale and development of real estate and equity interests |
|
8,185 |
|
|
|
|
|
8,185 |
| ||||
|
Sunrise’s share of earnings and return on investment in unconsolidated communities |
|
2,629 |
|
624 |
(10) |
|
|
3,253 |
| ||||
|
Loss from investments accounted for under the profit-sharing method |
|
(9,806 |
) |
|
|
|
|
(9,806 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
(Loss) income from continuing operations before benefit from income taxes |
|
(18,695 |
) |
(502 |
) |
3,311 |
|
(15,886 |
) | ||||
|
Provision for income taxes |
|
(1,771 |
) |
|
(12) |
|
(12) |
(1,771 |
) | ||||
|
(Loss) income from continuing operations |
|
$ |
(20,466 |
) |
$ |
(502 |
) |
$ |
3,311 |
|
$ |
(17,657 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per share data: |
|
|
|
|
|
|
|
|
| ||||
|
Basic net (loss) income per common share |
|
$ |
(0.39 |
) |
$ |
(0.01 |
) |
$ |
0.06 |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Diluted net (loss) income per common share |
|
$ |
(0.39 |
) |
$ |
(0.01 |
) |
$ |
0.06 |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted-average shares outstanding - basic |
|
56,725 |
|
|
|
|
|
56,725 |
| ||||
|
Weighted-average shares outstanding - diluted |
|
56,725 |
|
|
|
|
|
56,725 |
| ||||
See accompanying notes to the unaudited pro forma consolidated financial statements.
SUNRISE SENIOR LIVING, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2012
|
|
|
Historical |
|
|
|
|
|
Pro Forma |
| ||||
|
|
|
Three Months |
|
|
|
|
|
Three Months |
| ||||
|
|
|
Ended |
|
|
|
|
|
Ended |
| ||||
|
|
|
March 31, |
|
Proforma |
|
Other |
|
March 31, |
| ||||
|
(In thousands, except per share amounts) |
|
2012 |
|
Adjustments |
|
Adjustments |
|
2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating revenue: |
|
|
|
|
|
|
|
|
| ||||
|
Management fees |
|
$ |
24,315 |
|
286 |
(5) |
|
|
$ |
24,601 |
| ||
|
Resident fees for consolidated communities |
|
129,156 |
|
(4,457 |
)(6) |
(28,758 |
)(11) |
95,941 |
| ||||
|
Ancillary fees |
|
7,926 |
|
|
|
|
|
7,926 |
| ||||
|
Professional fees from development, marketing and other |
|
200 |
|
|
|
|
|
200 |
| ||||
|
Reimbursed costs incurred on behalf of managed communities |
|
174,073 |
|
2,406 |
(7) |
|
|
176,479 |
| ||||
|
Total operating revenues |
|
335,670 |
|
(1,765 |
) |
(28,758 |
) |
305,147 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Community expense for consolidated communities |
|
91,547 |
|
(2,819 |
)(6) |
(24,201 |
)(11) |
64,527 |
| ||||
|
Community lease expense |
|
19,236 |
|
|
|
(4,616 |
)(11) |
14,620 |
| ||||
|
Depreciation and amortization |
|
10,758 |
|
(509 |
)(6) |
(1,622 |
)(11) |
8,627 |
| ||||
|
Ancillary expenses |
|
7,458 |
|
|
|
|
|
7,458 |
| ||||
|
General and administrative |
|
28,641 |
|
|
|
|
|
28,641 |
| ||||
|
Carrying costs of liquidating trust |
|
583 |
|
|
|
|
|
583 |
| ||||
|
Provision for doubtful accounts |
|
762 |
|
(17 |
)(6) |
(212 |
)(11) |
533 |
| ||||
|
Impairment of long-lived assets |
|
555 |
|
|
|
|
|
555 |
| ||||
|
Costs incurred on behalf of managed communities |
|
174,495 |
|
2,406 |
(7) |
|
|
176,901 |
| ||||
|
Total operating expenses |
|
334,035 |
|
(939 |
) |
(30,651 |
) |
302,445 |
| ||||
|
Income (loss) from operations |
|
1,635 |
|
(826 |
) |
1,893 |
|
2,702 |
| ||||
|
Other non-operating income (expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
230 |
|
|
|
|
|
230 |
| ||||
|
Interest expense |
|
(7,807 |
) |
834 |
(8) |
|
|
(6,973 |
) | ||||
|
Gain on fair value from a business combinations, including pre-existing investments |
|
7,066 |
|
(2,768 |
)(9) |
|
|
4,298 |
| ||||
|
Other expense |
|
632 |
|
145 |
(6) |
|
|
777 |
| ||||
|
Total other non-operating income (expense) |
|
121 |
|
(1,789 |
) |
— |
|
(1,668 |
) | ||||
|
Gain on the sale and development of real estate and equity interests |
|
1,058 |
|
|
|
|
|
1,058 |
| ||||
|
Sunrise’s share of earnings (loss) and return on investment in unconsolidated communities |
|
3,461 |
|
(30 |
)(10) |
|
|
3,431 |
| ||||
|
Loss from investments accounted for under the profit-sharing method |
|
(3,520 |
) |
|
|
|
|
(3,520 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (loss) from continuing operations before benefit from income taxes |
|
2,755 |
|
(2,645 |
) |
1,893 |
|
2,003 |
| ||||
|
Provision for income taxes |
|
(580 |
) |
|
(12) |
|
(12) |
(580 |
) | ||||
|
Income (loss) from continuing operations |
|
$ |
2,175 |
|
$ |
(2,645 |
) |
$ |
1,893 |
|
$ |
1,423 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per share data: |
|
|
|
|
|
|
|
|
| ||||
|
Basic net income (loss) per common share |
|
$ |
0.03 |
|
$ |
(0.05 |
) |
$ |
0.03 |
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Diluted net income (loss) per common share |
|
$ |
0.02 |
|
$ |
(0.05 |
) |
$ |
0.03 |
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted-average shares outstanding - basic |
|
57,065 |
|
|
|
|
|
57,065 |
| ||||
|
Weighted-average shares outstanding - diluted |
|
58,899 |
|
|
|
|
|
58,899 |
| ||||
See accompanying notes to the unaudited pro forma consolidated financial statements.
SUNRISE SENIOR LIVING, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation
The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of our operations or financial position would have been had the transaction occurred on the respective dates assumed, nor is it necessarily indicative of our future operating results or financial position. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that our management believes to be reasonable.
Note 2 — Pro Forma Adjustments
The unaudited pro forma consolidated balance sheet at March 31, 2012 reflects the following adjustments as if the disposition had occurred on that date:
(1) Record cash received from contribution of assets and liabilities to the venture.
(2) Record disposition of assets and liabilities contributed to the venture.
(3) Record a 45% interest in the venture.
(4) Record recognition of deferred revenue partially offset by the acceleration of deferred financing costs as a result of the transaction.
The unaudited pro forma consolidated statements of operations for the twelve months ended December 31, 2011 and the three months ended March 31, 2012 reflect the following adjustments as if the disposition had occurred on January 1, 2011:
(5) Record management fee earned from communities in the venture.
(6) Eliminate revenue and expenses related to communities contributed to the venture.
(7) Record reimbursed cost and cost incurred on behalf of managed communities associated with the communities in the venture.
(8) Eliminate interest expense associated with the debt associated with communities contributed to the venture.
(9) Eliminate gain on fair value resulting from a business combination associated with certain communities contributed to the venture.
(10) Adjust share of loss associated with communities contributed to the venture.
(11) Eliminate revenue and expenses associated with communities whose leases were terminated in the second quarter of 2012. On May 29, 2012, we entered into an agreement that provides for, among other things, the early termination of leases for ten senior living facilities that were previously scheduled to terminate effective December 31, 2013. The operations of those communities are now included in discontinued operations.
(12) As our net deferred tax asset is offset by a full valuation allowance, no pro forma taxes have been attributed to the disposition nor discontinued operations.