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8-K - FORM 8-K - SUNRISE SENIOR LIVING INCd254072d8k.htm
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Exhibit 99.1

LOGO

Investor Relations Contact

Tim Smith, 703-854-0348

 

For immediate release   Media Contact
November 7, 2011   Meghan Lublin, 703-854-0299

Sunrise Reports Financial Results for Third Quarter of 2011

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the third quarter of 2011. Sunrise will host a conference call and webcast on Tuesday, November 8, 2011, at 9:00 a.m. ET, to discuss the financial results.

Mark Ordan, Sunrise’s chief executive officer, commented on the quarter, “We are pleased to report very solid third quarter performance where occupancy, rates, and NOI increased while our recurring overhead run rate was significantly reduced.”

2011 Third Quarter Results

In the third quarter of 2011, Sunrise reported a net loss of ($8.7) million or ($0.15) per fully diluted share, as compared to net income of $18.7 million, or $0.33 per fully diluted share, for the third quarter of 2010. Sunrise’s third quarter 2011 results included $3.0 million in buyout fees relating to the buyout of 4 management contracts. Sunrise’s third quarter 2010 results included $40.0 million in buyout fees relating to the buyout of 27 management contracts.

Adjusted EBITDAR for the third quarter of 2011 was $37.0 million as compared to $31.8 million for the third quarter of 2010. This measure is used by management to focus on income generated from the ongoing operations of the Company. Adjusted EBITDAR is a measure of operating performance that is not calculated in accordance with U.S. GAAP and should not be considered as a substitute for income/(loss) from operations or net income/(loss). For a reconciliation of this measure, please refer to the attached table “Reconciliation for EBITDA, Adjusted EBITDA and Adjusted EBITDAR.”

Cash and Liquidity Update

Sunrise had $82.9 million of unrestricted cash at September 30, 2011. As of September 30, 2011, Sunrise’s consolidated debt was $555.7 million, as compared to $163.0 million at December 31, 2010, an increase of $392.7 million. The increase in consolidated debt primarily relates to the AL US acquisition totaling $323.1 million (at fair value) and the issuance of junior subordinated convertible notes totaling $86.3 million during the second quarter of 2011.

Sunrise entered into a new $50 million senior revolving line of credit with KeyBank during the second quarter of 2011. As of September 30, 2011, there were no outstanding draws against this credit facility and $9.8 million of letters of credit were issued and outstanding. Sunrise has $0.9 million in outstanding letters of credit on its terminated Bank of America Bank Credit Facility that are fully cash collateralized.

 

1


Joint Venture Transaction with CNL Lifestyle Properties

On August 2, 2011, Sunrise and its venture partner in a portfolio of six communities transferred ownership of the portfolio to a new joint venture owned 70 percent by a wholly owned subsidiary of CNL Lifestyle Properties, Inc. (“CNL Lifestyle Properties”) and 30 percent by Sunrise. As part of the new venture agreement with CNL Lifestyle Properties, from the start of year four to the end of year six, Sunrise will have a buyout option to purchase CNL Lifestyle Properties’ 70 percent interest in the venture for a purchase price that provides a 16 percent internal rate of return to them. In addition, the new venture modified the existing mortgage loan in the amount of $133.2 million to provide for, among other things, (i) pay down of the loan by approximately $28.7 million and (ii) an extension of the maturity date of the loan to April 2014 which may be extended by two additional years under certain conditions. In connection with the transaction, Sunrise contributed $8.1 million and CNL Lifestyle Properties contributed $19.0 million to the new venture.

General and Administrative Expenses

In connection with the Company’s ongoing efforts to reduce its general and administrative expenses, Sunrise eliminated 27 positions during the quarter ended September 30, 2011 and incurred $2.1 million of severance costs associated with these terminations. Further, during the quarter ended September 30, 2011, Sunrise’s general and administrative expenses included $1.1 million in professional expenses associated with its previously announced transactions.

Operating Data for Third Quarter 2011

 

   

Average unit occupancy for total stabilized properties for the third quarter of 2011 was 87.9 percent, which was up 10 basis points from 87.8 percent for the third quarter of 2010, and up 10 basis points sequentially compared to 87.8 percent for the second quarter of 2011.

 

   

Average daily revenue per occupied unit for total stabilized properties increased 5.0 percent from $201.53 for the third quarter of 2010 to $211.52 for the third quarter of 2011.

 

   

Total stabilized property net operating income increased 4.3 percent from $128.2 million for the third quarter of 2010 to $133.7 million for the third quarter of 2011. Overall, net operating income including lease up properties increased 9.2 percent from the third quarter of 2010 to the third quarter of 2011.

Stabilized properties are single properties or pools of properties owned or leased by Sunrise or owned by a joint venture where the single property or all of the communities in the pool have been open and operating for more than 36 months as of September 30, 2011. This differs from Sunrise’s “comparable community” definition which defines comparable at the individual community level as having been open and operating as of January 1, 2009.

Venture Transaction – Subsequent to Quarter End

In October 2011, Sunrise and its venture partner in a portfolio of seven communities transferred ownership of the portfolio to a new joint venture owned approximately 68% by CNL Income Partners, LP, a subsidiary of CNL Lifestyle Properties and approximately 32% by Sunrise. In connection with the transaction, Sunrise transferred its interest in the previous joint venture valued at approximately $16.7 million and CNL Lifestyle Properties contributed approximately $35.4 million. The purchase was also funded by $120.0 million of new debt financing in the venture. Sunrise has the option to buy out CNL Lifestyle Properties’ interest from the start of year four to the end of year six for a purchase price that provides a 13% internal rate of return to them.

Supplemental Information

For additional details on Sunrise’s stabilized and lease up properties, please refer to the Supplemental Information attached. Also, additional supplemental information has been furnished to the Securities and Exchange Commission in a Form 8-K, and can also be found on the Supplemental Data link on the Investor Relations section of the Company’s Web site at http://suppdata.sunriseseniorliving.com/

 

2


Conference Call and Webcast

Sunrise will host a conference call and webcast at 9:00 a.m. ET on Tuesday, November 8, 2011, to discuss the financial results for the third quarter of 2011 and the other matters discussed in this press release. The call-in number for the conference call is 888-747-4626 or 913-981-5568 (from outside the U.S.). Callers should reference the “Sunrise Senior Living Q3 Earnings Call” or the participant passcode: 4405323. Those interested may also go to the Investor Relations section of the Company’s website (http://www.sunriseseniorliving.com) to listen to the earnings call. A telephone replay of the call will be available until November 22, 2011 at 1 p.m. ET, by dialing 888-203-1112 or 719-457-0820 (from outside the U.S.) and referencing replay passcode: 4405323; a replay will also be available on Sunrise’s website during that period.

About Sunrise Senior Living

Sunrise Senior Living, a McLean, Va.-based company, employs approximately 31,700 people. As of September 30, 2011, Sunrise operated 311 communities located in the United States, Canada and the United Kingdom, with a unit capacity of approximately 30,700 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer’s and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise’s senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. To learn more about Sunrise, please visit http://www.sunriseseniorliving.com.

Forward-Looking Statements

Certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Sunrise believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurances that these expectations will be realized. Sunrise’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, the risk that we may not be able to successfully execute our plan to sell certain assets mortgaged to our German restructure transaction or the net sale proceeds of the mortgaged North American properties are not sufficient to pay the minimum amount guaranteed by Sunrise to the lenders that are party to the German restructure transactions; the risk that we may be unable to reduce expenses and generate positive operating cash flows; the risk of future obligations to fund guarantees to some of our ventures and lenders to the ventures; the risk of further write-downs or impairments of our assets; the risk that we are unable to obtain waivers, cure or reach agreements with respect to existing or future defaults under our loan, venture and construction agreements; the risk that we will be unable to repay, extend or refinance our indebtedness as it matures, or that we will not comply with loan covenants; the risk that our ventures will be unable to repay, extend or refinance their indebtedness as it matures, or that they will not comply with loan covenants creating a foreclosure risk to our venture interest and a termination risk to our management agreements; the risk that we are unable to continue to recognize income from refinancings and sales of communities by ventures; the risk of declining occupancies in existing communities or slower than expected leasing of newer communities; the risk that we are unable to extend leases on our operating properties at expiration, in some cases, the expiration is as early as 2013; the risk that some of our management agreements, subject to early termination provisions based on various performance measures, could be terminated due to failure to achieve the performance measures; the risk that our management agreements can be terminated in certain circumstances due to our failure to comply with the terms of the management agreements or to fulfill our obligations thereunder; the risk that ownership of the communities we manage is heavily concentrated in a limited number of business partners; the risk our current and future investments in ventures could be adversely affected by our lack of sole decision-making authority, our reliance on venture partners’ financial condition, any disputes that may arise between us and our venture partners and our exposure to potential losses from the actions of our venture partners; the risks from our international operations which are subject to a variety of risks that could adversely affect those operations and thus our profitability and operating results; the risk from competition and our response to pricing and promotional activities of our competitors; the risk of liability claims against us in excess of insurance limits could adversely affect our financial condition and results of operations including publicity surrounding some claims that may damage our reputation, which would not be covered by insurance; the risk of not complying with government regulations; the risk of new legislation or regulatory developments; the risk of changes in interest rates; the risk of unanticipated expenses; the risks of further downturns in general economic conditions including, but not limited to, financial market performance, downturns in the housing market, consumer credit availability, interest rates, inflation, energy prices, unemployment and consumer sentiment about the economy in general; the risks associated with the ownership and operation of assisted living and independent living communities; and other risk factors detailed in our Current Report on Form 8-K filed with the SEC on April 14, 2011, and as may be further amended or supplemented in our Form 10-Q filings. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Unless the context suggests otherwise, references herein to “Sunrise,” the “Company,” “we,” “us” and “our” mean Sunrise Senior Living, Inc. and our consolidated subsidiaries.

 

3


SUNRISE SENIOR LIVING, INC.

CONSOLIDATED BALANCE SHEETS

 

(In thousands, except per share and share amounts)    September 30,
2011
    December 31,
2010
 
     (unaudited)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 82,931      $ 66,720   

Accounts receivable, net

     41,635        37,484   

Income taxes receivable

     2,765        4,532   

Due from unconsolidated communities

     15,752        19,135   

Deferred income taxes, net

     12,823        20,318   

Restricted cash

     48,896        43,355   

Assets held for sale

     1,404        1,099   

Prepaid expenses and other current assets

     13,925        20,167   
  

 

 

   

 

 

 

Total current assets

     220,131        212,810   

Property and equipment, net

     629,028        238,674   

Due from unconsolidated communities

     3,868        3,868   

Intangible assets, net

     40,359        40,749   

Investments in unconsolidated communities

     47,298        38,675   

Restricted cash

     103,160        103,334   

Restricted investments in marketable securities

     2,349        2,509   

Assets held in the liquidating trust

     27,375        50,750   

Other assets, net

     12,805        10,089   
  

 

 

   

 

 

 

Total assets

   $ 1,086,373      $ 701,458   
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Current maturities of debt

   $ 77,491      $ 80,176   

Accounts payable and accrued expenses

     144,368        131,904   

Due to unconsolidated communities

     745        502   

Deferred revenue

     12,285        15,946   

Entrance fees

     19,841        30,688   

Self-insurance liabilities

     43,073        35,514   
  

 

 

   

 

 

 

Total current liabilities

     297,803        294,730   

Debt, less current maturities

     451,950        44,560   

Liquidating trust notes

     26,255        38,264   

Investments accounted for under the profit-sharing method

     8,570        419   

Self-insurance liabilities

     44,997        51,870   

Deferred gains on the sale of real estate and deferred revenues

     13,427        16,187   

Deferred income tax liabilities

     12,823        20,318   

Interest rate swap, at fair value

     22,387        0   

Other long-term liabilities, net

     107,691        110,553   
  

 

 

   

 

 

 

Total liabilities

     985,903        576,901   
  

 

 

   

 

 

 

Equity:

    

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding

     0        0   

Common stock, $0.01 par value, 120,000,000 shares authorized, 57,660,276 and 56,453,192 shares issued and outstanding, net of 451,238 and 428,026 treasury shares, at September 30, 2011 and December 31, 2010, respectively

     577        565   

Additional paid-in capital

     485,737        478,605   

Retained loss

     (387,065     (361,904

Accumulated other comprehensive (loss) income

     (4,066     2,885   
  

 

 

   

 

 

 

Total stockholders’ equity

     95,183        120,151   
  

 

 

   

 

 

 

Noncontrolling interests

     5,287        4,406   
  

 

 

   

 

 

 

Total equity

     100,470        124,557   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 1,086,373      $ 701,458   
  

 

 

   

 

 

 

 

4


SUNRISE SENIOR LIVING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
(In thousands, except per share amounts)    2011     2010     2011     2010  
     (Unaudited)     (Unaudited)  

Operating revenue:

        

Management fees

   $ 23,496      $ 28,663      $ 72,110      $ 81,433   

Buyout fees

     3,044        40,000        3,044        53,471   

Resident fees for consolidated communities

     126,179        88,655        339,161        263,780   

Ancillary fees

     7,641        11,113        22,751        32,535   

Professional fees from development, marketing and other

     553        847        1,398        3,539   

Reimbursed costs incurred on behalf of managed communities

     179,038        212,386        543,168        648,479   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating revenues

     339,951        381,664        981,632        1,083,237   

Operating expenses:

        

Community expense for consolidated communities

     91,819        64,881        245,030        194,991   

Community lease expense

     19,476        15,384        57,281        45,023   

Depreciation and amortization

     10,728        11,997        26,752        28,879   

Ancillary expenses

     7,127        10,558        21,099        30,504   

General and administrative

     28,263        31,235        88,216        92,850   

Carrying costs of liquidating trust assets

     658        551        1,700        1,790   

Accounting Restatement, Special Independent Committee inquiry, SEC investigation and stockholder litigation

     0        314        0        673   

Restructuring costs

     0        1,061        0        10,885   

Provision for doubtful accounts

     1,028        1,535        2,552        3,613   

Impairment of long-lived assets

     2,899        1,014        8,254        4,373   

Loss (gain) on financial guarantees and other contracts

     0        167        (12     477   

Costs incurred on behalf of managed communities

     180,275        216,713        545,953        651,854   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     342,273        355,410        996,825        1,065,912   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from operations

     (2,322     26,254        (15,193     17,325   

Other non-operating income (expense):

        

Interest income

     705        339        1,868        949   

Interest expense

     (6,207     (1,893     (12,047     (6,131

Gain on investments

     0        663        0        1,310   

Gain on fair value of pre-existing equity interest from a business combination

     0        0        11,250        0   

Gain on fair value of liquidating trust note

     0        108        88        1,221   

Other (expense) income

     (2,590     373        (2,618     (862
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other non-operating expense

     (8,092     (410     (1,459     (3,513

Gain on the sale and development of real estate and equity interests

     727        653        3,817        2,863   

Sunrise’s share of earnings (loss) and return on investment in unconsolidated communities

     5,304        (848     (1,454     (3,189

Loss from investments accounted for under the profit-sharing method

     (2,096     (5,692     (6,860     (10,469
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before provision for income taxes and discontinued operations

     (6,479     19,957        (21,149     3,017   

Provision for income taxes

     (72     (79     (1,575     (1,197
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before discontinued operations

     (6,551     19,878        (22,724     1,820   

Discontinued operations, net of tax

     (1,776     (726     (1,029     48,623   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (8,327     19,152        (23,753     50,443   

Less: Net income attributable to noncontrolling interests

     (407     (409     (1,408     (1,389
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to common shareholders

   $ (8,734   $ 18,743      $ (25,161   $ 49,054   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share data:

        

Basic net (loss) income per common share

        

(Loss) income before discontinued operations

   $ (0.12   $ 0.35      $ (0.42   $ 0.01   

Discontinued operations, net of tax

     (0.03     (0.01     (0.02     0.87   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (0.15   $ 0.34      $ (0.44   $ 0.88   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net (loss) income per common share

        

(Loss) income before discontinued operations

   $ (0.12   $ 0.34      $ (0.42   $ 0.01   

Discontinued operations, net of tax

     (0.03     (0.01     (0.02     0.85   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (0.15   $ 0.33      $ (0.44   $ 0.86   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

5


SUNRISE SENIOR LIVING, INC.

Reconciliation For EBITDA, Adjusted EBITDA, and Adjusted EBITDAR

EBITDA, Adjusted EBITDA, and Adjusted EBITDAR

EBITDA, adjusted EBITDA, and adjusted EBITDAR are measures of operating performance that are not calculated in accordance with U.S. generally accepted accounting principles and should not be considered as a substitute for income/loss from operations or net income/loss. EBITDA, adjusted EBITDA, and adjusted EBITDAR are used by management to focus on performance and liquidity as EBITDA excludes depreciation and amortization, interest income, interest expense, and provision for income taxes. Adjusted EBITDA further excludes accounting restatement, special independent committee inquiry, SEC investigation, stockholder litigation, buyout fees, restructuring costs, write-off of capitalized project costs, allowance for uncollectible receivables from owners, impairment of long-lived assets, gain on investments, other income (expense), stock compensation, gain on the sale and development of real estate and equity interests, proportionate share of joint venture interest, taxes, depreciation, and amortization, loss from investments accounted for under the profit-sharing method, and discontinued operations (net of tax). Adjusted EBITDAR further excludes consolidated community lease expense and our share of lease expense from consolidated New York communities leased from a venture.

The following table reconciles adjusted EBITDA and adjusted EBITDAR to net income (loss) attributable to common shareholders (in millions):

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2011     2010     2011     2010  

Net (loss) income attributable to common shareholders

   $ (8.7   $ 18.7      $ (25.2   $ 49.1   

Depreciation and amortization

     10.7        12.0        26.8        28.9   

Interest income

     (0.7     (0.3     (1.9     (0.9

Interest expense

     6.2        1.9        12.0        6.1   

Provision for income taxes

     0.1        0.1        1.6        1.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     7.6        32.4        13.3        84.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Accounting Restatement, Special Independent Committee inquiry, SEC investigation and stockholder litigation

     —          0.3        —          0.7   

Buyout Fees

     (3.0     (40.0     (3.0     (53.5

Restructuring costs

     —          1.1        —          10.9   

Allowance for uncollectible receivables from owners

     0.3        1.5        1.2        2.9   

Impairment of long-lived assets

     2.9        1.0        8.3        4.4   

(Gain) loss on financial guarantees and other contracts

     —          0.2        (0.0     0.5   

Gain on investments

     —          (0.7     —          (1.3

Gain on fair value of pre-existing equity interest from a business combination

     —          —          (11.3     —     

Gain on fair value of liquidating trust note

     —          (0.1     (0.1     (1.2

Other expense

     2.6        (0.4     2.6        0.9   

Stock compensation

     2.2        0.9        5.9        3.3   

Gain on the sale and development of real estate and equity interests

     (0.7     (0.7     (3.8     (2.9

Proportionate Share of Joint Venture Interest, Taxes, Transaction Costs, Depr., and Amort., net of equity in earnings

     4.3        14.5        33.4        39.7   

Loss from investments accounted for under the profit-sharing method

     2.1        5.7        6.9        10.5   

Discontinued operations, net of tax

     1.8        0.7        1.0        (48.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 20.1      $ 16.4      $ 54.4      $ 50.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated Community Lease Expense

     15.2        15.4        44.9        45.0   

Lease expense from Consolidated New York communities leased from a venture (Sunrise share)

     1.7        —          4.9     
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAR

   $ 37.0      $ 31.8      $ 104.2      $ 95.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Footnotes:

In connection with the Company’s ongoing efforts to reduce its general and administrative expenses, Sunrise eliminated 27 positions during the quarter ended September 30, 2011 and incurred $2.1 million of severance costs associated with these terminations. Further, during the quarter ended September 30, 2011, Sunrise’s general and administrative expenses included $1.1 million in professional expenses associated with its previously announced venture transactions.

 

6