Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - SUNRISE SENIOR LIVING INC | a12-22050_48ka.htm |
| EX-99.4 - EX-99.4 - SUNRISE SENIOR LIVING INC | a12-22050_4ex99d4.htm |
| EX-23.2 - EX-23.2 - SUNRISE SENIOR LIVING INC | a12-22050_4ex23d2.htm |
| EX-99.3 - EX-99.3 - SUNRISE SENIOR LIVING INC | a12-22050_4ex99d3.htm |
| EX-99.1 - EX-99.1 - SUNRISE SENIOR LIVING INC | a12-22050_4ex99d1.htm |
| EX-23.3 - EX-23.3 - SUNRISE SENIOR LIVING INC | a12-22050_4ex23d3.htm |
| EX-23.1 - EX-23.1 - SUNRISE SENIOR LIVING INC | a12-22050_4ex23d1.htm |
| EX-99.2 - EX-99.2 - SUNRISE SENIOR LIVING INC | a12-22050_4ex99d2.htm |
Exhibit 99.5
SUNRISE SENIOR LIVING, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
|
|
|
Historical |
|
HVP |
|
Dawn LP |
|
Pro Forma |
| ||||
|
|
|
September 30, |
|
Pro Forma |
|
Pro Forma |
|
September 30, |
| ||||
|
(In thousands, except per share and share amounts) |
|
2012 |
|
Adjustments |
|
Adjustments |
|
2012 |
| ||||
|
ASSETS |
|
|
|
|
|
|
|
|
| ||||
|
Current Assets: |
|
|
|
|
|
|
|
|
| ||||
|
Cash and cash equivalents |
|
$ |
106,462 |
|
|
|
|
|
$ |
106,462 |
| ||
|
Accounts receivable, net |
|
47,744 |
|
1,388 |
(1) |
6,195 |
(1) |
55,327 |
| ||||
|
Due from unconsolidated communities |
|
12,058 |
|
|
|
(1,721 |
)(2) |
10,337 |
| ||||
|
Deferred income taxes, net |
|
24,047 |
|
|
|
|
|
24,047 |
| ||||
|
Restricted cash |
|
50,691 |
|
10,159 |
(1) |
12,722 |
(1) |
73,572 |
| ||||
|
Assets held for sale |
|
5,929 |
|
|
|
|
|
5,929 |
| ||||
|
Prepaid expenses and other current assets |
|
27,622 |
|
(8,098 |
)(3) |
(6,518 |
)(3) |
14,167 |
| ||||
|
|
|
|
|
|
|
1,161 |
(1) |
|
| ||||
|
Total current assets |
|
274,553 |
|
3,449 |
|
11,839 |
|
289,841 |
| ||||
|
Property and equipment, net |
|
552,756 |
|
480,332 |
(1) |
713,620 |
(1) |
1,746,708 |
| ||||
|
Intangible assets, net |
|
35,046 |
|
3,009 |
(1) |
3,692 |
(1) |
39,822 |
| ||||
|
|
|
|
|
|
|
(1,925 |
)(4) |
|
| ||||
|
Investments in unconsolidated communities including those accounted for under the profit-sharing method |
|
19,392 |
|
|
|
|
|
19,392 |
| ||||
|
Restricted cash |
|
184,339 |
|
|
|
|
|
184,339 |
| ||||
|
Restricted investments in marketable securities |
|
2,690 |
|
|
|
|
|
2,690 |
| ||||
|
Assets held in the liquidating trust |
|
20,912 |
|
|
|
|
|
20,912 |
| ||||
|
Other assets, net |
|
9,811 |
|
15 |
(1) |
|
|
9,826 |
| ||||
|
Total assets |
|
$ |
1,099,499 |
|
$ |
486,805 |
|
$ |
727,226 |
|
$ |
2,313,530 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
| ||||
|
Current Liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Current maturities of debt |
|
$ |
24,344 |
|
1,349 |
(5) |
|
|
$ |
25,693 |
| ||
|
Liquidating trust notes, at fair value |
|
24,161 |
|
|
|
|
|
24,161 |
| ||||
|
Accounts payable and accrued expenses |
|
173,525 |
|
3,218 |
(1) |
8,398 |
(1) |
185,141 |
| ||||
|
Due from unconsolidated communities |
|
288 |
|
|
|
|
|
288 |
| ||||
|
Deferred revenue |
|
10,538 |
|
3,675 |
(1) |
705 |
(1) |
14,918 |
| ||||
|
Entrance fees |
|
17,845 |
|
|
|
|
|
17,845 |
| ||||
|
Self-insurance liabilities |
|
42,560 |
|
|
|
|
|
42,560 |
| ||||
|
Total current liabilities |
|
293,261 |
|
8,242 |
|
9,103 |
|
310,606 |
| ||||
|
Debt, less current maturities |
|
470,201 |
|
77,077 |
(5) |
546,533 |
(5) |
1,556,329 |
| ||||
|
|
|
|
|
358,961 |
(6) |
103,557 |
(6) |
|
| ||||
|
Investment accounted for under the profit-sharing method |
|
15,632 |
|
|
|
|
|
15,632 |
| ||||
|
Self-insurance liabilities |
|
39,414 |
|
|
|
|
|
39,414 |
| ||||
|
Deferred income tax liabilities |
|
24,047 |
|
|
|
5,659 |
(1) |
29,706 |
| ||||
|
Interest rate swap |
|
19,966 |
|
|
|
58,630 |
(1) |
78,596 |
| ||||
|
Other long-term liabilities, net |
|
94,276 |
|
|
|
104 |
(1) |
94,380 |
| ||||
|
Total liabilities |
|
956,797 |
|
444,280 |
|
723,586 |
|
2,124,663 |
| ||||
|
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, 58,389,177 shares issued and outstanding, net of 658,435 treasury shares |
|
584 |
|
|
|
|
|
584 |
| ||||
|
Additional paid-in capital |
|
496,788 |
|
|
|
|
|
496,788 |
| ||||
|
Retained loss |
|
(352,543 |
) |
42,525 |
(7) |
3,749 |
(7) |
(306,269 |
) | ||||
|
Accumulated other comprehensive income |
|
(8,234 |
) |
|
|
(109 |
)(8) |
(8,343 |
) | ||||
|
Total stockholders’equity |
|
136,595 |
|
42,525 |
|
3,640 |
|
182,760 |
| ||||
|
Noncontrolling interests |
|
6,107 |
|
|
|
|
|
6,107 |
| ||||
|
Total equity |
|
142,702 |
|
42,525 |
|
3,640 |
|
188,867 |
| ||||
|
Total liabilities and equity |
|
$ |
1,099,499 |
|
$ |
486,805 |
|
$ |
727,226 |
|
$ |
2,313,530 |
|
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 |
|
HVP |
|
Dawn LP |
|
|
|
Ended |
| |||||
|
|
|
December 31, |
|
Proforma |
|
Proforma |
|
Other |
|
December 31, |
| |||||
|
(In thousands, except per share amounts) |
|
2011 |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
2011 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Operating revenue: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Management fees |
|
$ |
96,132 |
|
(6,280 |
)(9) |
(9,003 |
)(9) |
|
|
$ |
80,849 |
| |||
|
Buyout fees |
|
3,685 |
|
|
|
|
|
|
|
3,685 |
| |||||
|
Resident fees for consolidated communities |
|
464,064 |
|
92,861 |
(10) |
129,381 |
(10) |
(21,228 |
)(20) |
665,078 |
| |||||
|
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 |
|
(97,882 |
)(11) |
(5,295 |
)(11) |
|
|
612,113 |
| |||||
|
Total operating revenues |
|
1,312,213 |
|
(11,301 |
) |
115,083 |
|
(21,228 |
) |
1,394,767 |
| |||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Community expense for consolidated communities |
|
333,491 |
|
57,162 |
(12) |
81,006 |
(12) |
(17,645 |
)(20) |
454,014 |
| |||||
|
Community lease expense |
|
76,444 |
|
|
|
|
|
(2,936 |
)(20) |
73,508 |
| |||||
|
Depreciation and amortization |
|
37,523 |
|
19,073 |
(13) |
20,410 |
(13) |
(775 |
)(20) |
76,027 |
| |||||
|
|
|
|
|
|
|
(204 |
)(14) |
|
|
|
| |||||
|
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 |
|
272 |
(12) |
255 |
(12) |
(113 |
)(20) |
4,216 |
| |||||
|
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 |
|
(97,882 |
)(11) |
(5,295 |
)(11) |
|
|
615,982 |
| |||||
|
Total operating expenses |
|
1,326,379 |
|
(21,375 |
) |
96,172 |
|
(21,469 |
) |
1,379,707 |
| |||||
|
(Loss) income from operations |
|
(14,166 |
) |
10,074 |
|
18,911 |
|
241 |
|
15,060 |
| |||||
|
Other non-operating income (expense): |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Interest income |
|
2,060 |
|
|
|
27 |
(12) |
|
|
2,087 |
| |||||
|
Interest expense |
|
(18,320 |
) |
(18,702 |
)(15) |
(5,395 |
)(15) |
|
|
(115,545 |
) | |||||
|
|
|
|
|
(4,614 |
)(16) |
(68,514 |
)(16) |
|
|
|
| |||||
|
Gain on fair value of interest rate hedge |
|
— |
|
|
|
6,696 |
(17) |
|
|
6,696 |
| |||||
|
Gain (loss) 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 |
) |
10 |
(12) |
45 |
(12) |
|
|
(560 |
) | |||||
|
Total other non-operating (expense) income |
|
(5,537 |
) |
(23,306 |
) |
(67,141 |
) |
— |
|
(95,984 |
) | |||||
|
Gain on the sale and development of real estate and equity interests |
|
8,185 |
|
|
|
|
|
|
|
8,185 |
| |||||
|
Sunrise’s share of earnings (loss) and return on investment in unconsolidated communities |
|
2,629 |
|
(1,469 |
)(18) |
781 |
(18) |
|
|
1,941 |
| |||||
|
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 |
) |
(14,701 |
) |
(47,449 |
) |
241 |
|
(80,604 |
) | |||||
|
Provision for income taxes |
|
(1,771 |
) |
|
|
(2,034 |
)(19) |
|
|
(3,805 |
) | |||||
|
(Loss) income from continuing operations |
|
$ |
(20,466 |
) |
$ |
(14,701 |
) |
$ |
(49,483 |
) |
$ |
241 |
|
$ |
(84,409 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Earnings per share data: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic net (loss) income per common share (Loss) income from continuing operations |
|
$ |
(0.39 |
) |
$ |
(0.26 |
) |
$ |
(0.87 |
) |
$ |
0.00 |
|
$ |
(1.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Diluted net (loss) income per common share (Loss) income from continuing operations |
|
$ |
(0.39 |
) |
$ |
(0.26 |
) |
$ |
(0.87 |
) |
$ |
0.00 |
|
$ |
(1.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Weighted-average shares outstanding - basic |
|
56,725 |
|
|
|
|
|
|
|
|
| |||||
|
Weighted-average shares outstanding - diluted |
|
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 NINE MONTHS ENDED SEPTEMBER 30, 2012
|
|
|
Historical |
|
|
|
|
|
Pro Forma |
| ||||
|
|
|
Nine Months |
|
|
|
|
|
Nine Months |
| ||||
|
|
|
Ended |
|
HVP |
|
Dawn LP |
|
Ended |
| ||||
|
|
|
September 30, |
|
Proforma |
|
Proforma |
|
September 30, |
| ||||
|
(In thousands, except per share amounts) |
|
2012 |
|
Adjustments |
|
Adjustments |
|
2012 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating revenue: |
|
|
|
|
|
|
|
|
| ||||
|
Management fees |
|
$ |
74,510 |
|
(4,962 |
)(9) |
(7,292 |
)(9) |
$ |
62,256 |
| ||
|
Buyout fees |
|
1,450 |
|
|
|
|
|
1,450 |
| ||||
|
Resident fees for consolidated communities |
|
376,067 |
|
73,747 |
(10) |
97,245 |
(10) |
547,059 |
| ||||
|
Ancillary fees |
|
24,754 |
|
|
|
|
|
24,754 |
| ||||
|
Professional fees from development, marketing and other |
|
999 |
|
|
|
|
|
999 |
| ||||
|
Reimbursed costs incurred on behalf of managed communities |
|
509,132 |
|
(37,047 |
)(11) |
(3,045 |
)(11) |
469,040 |
| ||||
|
Total operating revenues |
|
986,912 |
|
31,738 |
|
86,908 |
|
1,105,558 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Community expense for consolidated communities |
|
264,400 |
|
43,904 |
(12) |
57,727 |
(12) |
366,031 |
| ||||
|
Community lease expense |
|
53,454 |
|
|
|
|
|
53,454 |
| ||||
|
Depreciation and amortization |
|
31,442 |
|
12,035 |
(13) |
8,296 |
(13) |
51,620 |
| ||||
|
|
|
|
|
|
|
(153 |
)(14) |
|
| ||||
|
Ancillary expenses |
|
23,063 |
|
|
|
|
|
23,063 |
| ||||
|
General and administrative |
|
97,871 |
|
|
|
|
|
97,871 |
| ||||
|
Carrying costs of liquidating trust |
|
1,780 |
|
|
|
|
|
1,780 |
| ||||
|
Provision for doubtful accounts |
|
1,968 |
|
126 |
(12) |
110 |
(12) |
2,204 |
| ||||
|
Impairment of long-lived assets |
|
15,860 |
|
|
|
|
|
15,860 |
| ||||
|
Costs incurred on behalf of managed communities |
|
509,668 |
|
(37,047 |
)(11) |
(3,045 |
)(11) |
469,576 |
| ||||
|
Total operating expenses |
|
999,506 |
|
19,018 |
|
62,935 |
|
1,081,459 |
| ||||
|
Income (loss) from operations |
|
(12,594 |
) |
12,720 |
|
23,973 |
|
24,099 |
| ||||
|
Other non-operating income (expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
771 |
|
261 |
(12) |
29 |
(12) |
1,061 |
| ||||
|
Interest expense |
|
(22,646 |
) |
(14,027 |
)(15) |
(4,047 |
)(15) |
(95,947 |
) | ||||
|
|
|
|
|
(3,673 |
)(16) |
(51,554 |
)(16) |
|
| ||||
|
Gain on fair value of interest rate hedge |
|
— |
|
|
|
12,246 |
(17) |
12,246 |
| ||||
|
Gain on fair value from a business combinations, including pre-existing investments |
|
7,470 |
|
|
|
|
|
7,470 |
| ||||
|
Other expense |
|
2,062 |
|
12 |
(12) |
10 |
(12) |
2,084 |
| ||||
|
Total other non-operating income (expense) |
|
(12,343 |
) |
(17,427 |
) |
(43,316 |
) |
(73,086 |
) | ||||
|
Gain on the sale and development of real estate and equity interests |
|
4,457 |
|
|
|
|
|
4,457 |
| ||||
|
Sunrise’s share of loss and return on investment in unconsolidated communities |
|
60,994 |
|
(976 |
)(18) |
|
|
60,018 |
| ||||
|
Loss from investments accounted for under the profit-sharing method |
|
(5,873 |
) |
|
|
|
|
(5,873 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (loss) from continuing operations before benefit from income taxes |
|
34,641 |
|
(5,683 |
) |
(19,343 |
) |
9,615 |
| ||||
|
Benefit from income taxes |
|
264 |
|
|
|
(102 |
)(19) |
162 |
| ||||
|
Income (loss) from continuing operations |
|
$ |
34,905 |
|
$ |
(5,683 |
) |
$ |
(19,445 |
) |
$ |
9,777 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings per share data: |
|
|
|
|
|
|
|
|
| ||||
|
Basic net income (loss) per common share Income (loss) from continuing operations |
|
$ |
0.57 |
|
$ |
(0.10 |
) |
$ |
(0.34 |
) |
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Diluted net income (loss) per common share Income (loss) from continuing operations |
|
$ |
0.55 |
|
$ |
(0.10 |
) |
$ |
(0.34 |
) |
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted-average shares outstanding - basic |
|
57,475 |
|
|
|
|
|
|
| ||||
|
Weighted-average shares outstanding - diluted |
|
59,857 |
|
|
|
|
|
|
| ||||
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. The purchase price allocation for the transaction is preliminary and the allocation of the fair value between the components of the assets and liabilities acquired is not yet complete.
Note 2 – Pro Forma Adjustments
The unaudited pro forma consolidated balance sheet at September 30, 2012 reflects the October 1 acquisition of HVP Sun Investor LLC, HVP Sun Investor II LLC (collectively “HVP”) and the October 16 acquisition of Dawn LP:
1) Record assets acquired and liabilities assumed at fair value.
2) Eliminate intercompany receivable.
3) Application of deposit towards the acquisition of the partners’ interest.
4) Eliminate management contract intangible.
5) Record the fair value of the debt assumed from HVP and Dawn LP. The face amount of the debt is $75.0 million and $649.6 million from HVP and Dawn LP, respectively.
6) Record debt used to finance the acquisition of the partners’ interest.
7) Record gain on fair value of the membership interests in HVP and Dawn LP.
8) Record the cumulative translation adjustment for the assets acquired and the liabilities assumed from Dawn LP.
The unaudited pro forma consolidated statements of operations for the twelve months ended December 31, 2011 and the nine months ended September 30, 2012 reflect the following adjustments as if the acquisition of the assets had occurred on January 1, 2011:
9) Eliminate revenue earned from the acquired assets.
10) Record resident fee revenue.
11) Eliminate revenue and expense associated with reimbursed costs.
12) Record operating expenses and other income (expense) related to acquired assets.
13) Record depreciation and amortization associated with acquired assets.
14) Eliminate the amortization expense associated with the management contract intangible.
15) Record interest expense associated with debt used to finance the transactions.
16) Record interest expense associated with the debt assumed in the transactions.
17) Record gain on the fair value of the interest rate hedge assumed.
18) Eliminate equity in earnings (loss) associated with the acquired assets.
19) Record tax expense.
20) Adjusted for 2012 discontinued operations.