Attached files
| file | filename |
|---|---|
| EX-99.3 - EX-99.3 - Ventas, Inc. | a11-9104_4ex99d3.htm |
| EX-99.4 - EX-99.4 - Ventas, Inc. | a11-9104_4ex99d4.htm |
| EX-99.2 - EX-99.2 - Ventas, Inc. | a11-9104_4ex99d2.htm |
| 8-K - 8-K - Ventas, Inc. | a11-9104_48k.htm |
Exhibit 99.1
Atria Senior Living Group, Inc.
Condensed Consolidated Financial Statements as of March 31, 2011 and for the Three Months Ended March 31, 2011 and 2010 (unaudited)
ATRIA SENIOR LIVING GROUP, INC.
TABLE OF CONTENTS
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Page |
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited): |
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Statements of Operations |
1 |
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Balance Sheets as of March 31, 2011 and December 31, 2010 |
2 |
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Statement of Stockholder’s Equity |
3 |
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Statements of Cash Flows |
4–5 |
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Notes to Condensed Consolidated Financial Statements |
6–7 |
ATRIA SENIOR LIVING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (unaudited)
(In thousands)
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March 31, |
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March 31, |
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2011 |
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2010 |
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REVENUES: |
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Assisted and independent living revenues |
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$ |
121,703 |
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$ |
115,300 |
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Managed facility reimbursements |
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17,341 |
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17,447 |
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Management fees |
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2,282 |
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2,258 |
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Total operating revenues |
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141,326 |
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135,005 |
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OPERATING EXPENSES: |
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Assisted and independent living operating expenses |
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79,731 |
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75,881 |
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Managed facility reimbursed expenses |
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17,341 |
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17,447 |
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General and administrative expenses |
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11,788 |
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11,525 |
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Depreciation and amortization |
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13,497 |
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12,467 |
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Community rent expense |
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4,933 |
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4,876 |
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Loss on disposition of assets — net |
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829 |
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931 |
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Impairment and lease termination costs |
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380 |
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35 |
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Development expenses |
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278 |
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746 |
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Total operating expenses |
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128,777 |
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123,908 |
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OPERATING INCOME |
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12,549 |
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11,097 |
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OTHER INCOME (EXPENSE): |
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Interest expense |
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(17,437 |
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(17,135 |
) | ||
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Interest income |
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74 |
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30 |
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Loss on debt extinguishment |
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— |
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(2 |
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Other — net |
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(16 |
) |
(22 |
) | ||
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LOSS BEFORE INCOME TAXES |
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(4,830 |
) |
(6,032 |
) | ||
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INCOME TAX BENEFIT |
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667 |
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1,716 |
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NET LOSS |
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$ |
(4,163 |
) |
$ |
(4,316 |
) |
See notes to condensed consolidated financial statements.
ATRIA SENIOR LIVING GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2011 AND DECEMBER 31, 2010 (unaudited)
(In thousands, except share amounts)
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March 31, |
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December 31, |
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2011 |
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2010 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
134,637 |
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$ |
143,833 |
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Restricted cash — current |
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9,810 |
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12,025 |
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Resident accounts receivable — net |
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3,034 |
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3,596 |
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Due from affiliates |
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8,326 |
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9,825 |
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Deferred income taxes |
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3,679 |
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3,679 |
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Other current assets |
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7,972 |
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7,248 |
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Total current assets |
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167,458 |
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180,206 |
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PROPERTY AND EQUIPMENT — Net |
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1,034,546 |
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1,037,012 |
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LEASEHOLD INTERESTS AND OTHER INTANGIBLES — Net |
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16,093 |
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16,583 |
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GOODWILL |
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96,784 |
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96,784 |
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DEFERRED FINANCING COSTS — Net |
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10,657 |
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11,384 |
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LEASEHOLD DEPOSITS |
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5,127 |
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5,127 |
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RESTRICTED CASH |
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12,419 |
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11,990 |
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TOTAL |
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$ |
1,343,084 |
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$ |
1,359,086 |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
5,013 |
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$ |
5,989 |
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Accrued liabilities |
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54,710 |
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60,022 |
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Due to affiliates |
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95 |
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109 |
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Capital lease obligations due within one year |
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1,335 |
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1,288 |
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Long-term debt due within one year |
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19,007 |
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18,830 |
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Total current liabilities |
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80,160 |
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86,238 |
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CAPITAL LEASE AND DEFERRED FINANCING OBLIGATIONS |
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223,009 |
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223,082 |
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LONG-TERM DEBT |
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819,813 |
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824,321 |
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DEFERRED INCOME TAXES |
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27,973 |
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28,642 |
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OTHER LONG-TERM LIABILITIES |
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12,605 |
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12,592 |
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Total liabilities |
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1,163,560 |
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1,174,875 |
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COMMITMENTS AND CONTINGENCIES |
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— |
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— |
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STOCKHOLDER’S EQUITY: |
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Common stock, $.001 par value — authorized 2,000 shares; 1,000 issued and outstanding |
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— |
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— |
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Paid-in capital |
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997,064 |
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997,064 |
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Advances to affiliates |
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(6,314 |
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(5,790 |
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Accumulated deficit |
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(811,226 |
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(807,063 |
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Total stockholder’s equity |
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179,524 |
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184,211 |
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TOTAL |
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$ |
1,343,084 |
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$ |
1,359,086 |
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See notes to condensed consolidated financial statements.
ATRIA SENIOR LIVING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2011 (unaudited)
(In thousands, except share amounts)
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Total |
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Common Stock |
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Accumulated |
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Advances to |
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Stockholder’s |
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Shares |
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Amount |
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Paid-In-Capital |
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Deficit |
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Affiliates |
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Equity |
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BALANCE — January 1, 2011 |
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1,000 |
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$ |
— |
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$ |
997,064 |
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$ |
(807,063 |
) |
$ |
(5,790 |
) |
$ |
184,211 |
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Advances to Affiliates |
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— |
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— |
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— |
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— |
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(524 |
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(524 |
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Net loss |
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— |
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— |
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— |
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(4,163 |
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— |
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(4,163 |
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BALANCE — March 31, 2011 |
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1,000 |
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$ |
— |
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$ |
997,064 |
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$ |
(811,226 |
) |
$ |
(6,314 |
) |
$ |
179,524 |
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See notes to condensed consolidated financial statements.
ATRIA SENIOR LIVING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (unaudited)
(In thousands)
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March 31, |
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March 31, |
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2011 |
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2010 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
(4,163 |
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$ |
(4,316 |
) |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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13,497 |
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12,467 |
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Loss on disposition of assets |
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829 |
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931 |
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Deferred financing costs amortization |
|
727 |
|
714 |
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Deferred taxes |
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(669 |
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(1,722 |
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Amortization of leasehold interests |
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516 |
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516 |
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Provision for doubtful accounts |
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250 |
|
242 |
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Loss on debt extinguishment |
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— |
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2 |
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Other |
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(77 |
) |
9 |
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Change in operating assets and liabilities: |
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Resident accounts receivable — net |
|
312 |
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360 |
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Other current assets |
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(746 |
) |
419 |
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Accounts payable and other accrued liabilities |
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(5,488 |
) |
3,887 |
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Due to/from affiliates |
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1,485 |
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(1,219 |
) | ||
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Net cash provided by operating activities |
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6,473 |
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12,290 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of property and equipment |
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(12,594 |
) |
(13,300 |
) | ||
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Change in restricted cash and leasehold deposits |
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1,779 |
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(153 |
) | ||
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Net cash used in investing activities |
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(10,815 |
) |
(13,453 |
) | ||
(Continued)
ATRIA SENIOR LIVING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (unaudited)
(In thousands)
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March 31, |
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March 31, |
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2011 |
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2010 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Issuance of long-term debt |
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$ |
430 |
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$ |
12,304 |
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Repayment of principal on long-term debt and bonds |
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(4,760 |
) |
(12,896 |
) | ||
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Advances to Affiliates |
|
(524 |
) |
— |
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Debt issuance costs |
|
— |
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(640 |
) | ||
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Net cash used in financing activities |
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(4,854 |
) |
(1,232 |
) | ||
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CHANGE IN CASH AND CASH EQUIVALENTS |
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(9,196 |
) |
(2,395 |
) | ||
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CASH AND CASH EQUIVALENTS — Beginning of period |
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143,833 |
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174,235 |
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CASH AND CASH EQUIVALENTS — End of period |
|
$ |
134,637 |
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$ |
171,840 |
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SUPPLEMENTAL INFORMATION: |
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Cash paid during the year for interest payments |
|
$ |
17,229 |
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$ |
16,943 |
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Purchase of property and equipment included in liabilities |
|
$ |
6,632 |
|
$ |
8,879 |
|
|
See notes to condensed consolidated financial statements. |
(Concluded) |
ATRIA SENIOR LIVING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (unaudited)
1. THE COMPANY AND BACKGROUND
Organization — Atria Senior Living Group, Inc. (“Atria”) and subsidiaries (the “Company”), an indirect wholly-owned subsidiary of LF Strategic Realty Investors II L.P., LFSRI II-CADIM Alternative Partnership L.P., and LFSRI II Alternative Partnership L.P. (collectively known as “LFSRI II”), is a national provider of assisted and independent living services for seniors.
Background — As of March 31, 2011, the Company owned or operated 95 communities located in 27 states with a total of 11,324 units. Of the 95 communities, 71 are owned by the Company and 24 are operated by the Company pursuant to long-term leases. The company also managed 29 communities for Lazard Senior Housing Partners LP, a related investment fund, and one community for an unrelated third party.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation — The accompanying condensed consolidated financial statements include the Company’s subsidiaries and all variable interest entities where the Company is considered the primary beneficiary. Intercompany transactions have been eliminated.
In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company as of March 31, 2011, and for all periods presented. Those adjustments are of a normal and recurring nature.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2010.
3. INCOME TAXES
The Company’s effective tax rate for the three months ended March 31, 2011 and 2010 reflected an income tax benefit of 13.9% and 28.5%, respectively. The Company has a valuation allowance reducing its deferred tax assets to an amount that is more likely than not to be realized. The difference between the Company’s effective tax rate and the federal statutory rate is primarily due to increases in the valuation allowance.
4. CONTINGENCIES AND GUARANTEES
The Company is subject to claims and legal actions in the ordinary course of its business. The Company believes that any liability resulting from these matters, after taking into consideration its insurance coverages and amounts recorded in the consolidated financial statements, will not have a material adverse effect on its consolidated financial position, results of operations, and cash flows.
The Company has made certain guarantees to third parties, particularly related to communities that have been sold. These guarantees may survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability. The Company believes the likelihood of any losses resulting from these guarantees, including the effect of insurance coverages that would mitigate any potential payments, is remote, and historically the Company has not been required to make payments under these guarantees.
5. VENTAS TRANSACTION
On October 21, 2010, the Company announced that it had signed a definitive agreement to merge its real estate with Ventas, Inc., a healthcare real estate investment trust. As part of this transaction, Ventas, Inc. will acquire all of the Company’s senior living communities. Subject to certain approvals, the transaction is expected to close during the second quarter of 2011.
6. SUBSEQUENT EVENTS
The Company’s financial statements are available for issue as of April 29, 2011. Any subsequent events have been evaluated through this date.
* * * * * *