Exhibit 99.2
Sunrise Senior Living
Community Data
Consolidated Communities
Total Properties
| | | | | | | | | | Unit Occupancy | | Net Operating Income (1), (2) | |
| | | | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | |
| | | | | | Ownership | | State/ | | September 30, | | September 30, | | September 30, | | September 30, | |
Community | | Comm. | | Units | | Interest | | Province | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
AL US (4) | | 15 | | 1,091 | | 100.0 | % | Various | | 90.0 | % | 88.8 | % | 89.2 | % | 87.9 | % | 8,680,927 | | 7,592,801 | | 25,047,712 | | 23,240,412 | |
Quebec | | 3 | | 246 | | 100.0 | % | QU | | 77.9 | % | 67.2 | % | 75.1 | % | 62.5 | % | 1,012,912 | | 626,408 | | 2,905,310 | | 1,501,995 | |
Monterey | | 1 | | 99 | | 100.0 | % | CA | | 79.5 | % | 61.4 | % | 73.8 | % | 61.2 | % | 684,865 | | 274,173 | | 1,706,991 | | 909,154 | |
Other Consolidated | | 1 | | 371 | | 0.0 | % | NJ | | 71.4 | % | 74.3 | % | 71.4 | % | 73.8 | % | 439,483 | | 569,947 | | 1,156,540 | | 1,563,128 | |
Other Consolidated (5) | | 1 | | 137 | | 50.0 | % | MD | | 95.8 | % | 97.8 | % | 96.1 | % | 97.6 | % | 1,414,473 | | 1,340,610 | | 4,223,322 | | 4,025,179 | |
Total Properties Excluding 2 Condos | | 21 | | 1,944 | | | | | | 84.8 | % | 82.6 | % | 83.7 | % | 81.3 | % | 12,232,660 | | 10,403,939 | | 35,039,875 | | 31,239,868 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Other Consolidated (3) | | 2 | | 167 | | 100.0 | % | Various | | 96.8 | % | 102.7 | % | 97.2 | % | 102.9 | % | 278,645 | | 2,361 | | 531,479 | | (166,085 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Properties | | 23 | | 2,111 | | | | | | 85.7 | % | 84.1 | % | 84.8 | % | 83.0 | % | $ | 12,511,305 | | $ | 10,406,300 | | $ | 35,571,354 | | $ | 31,073,783 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Footnotes:
(1) Net operating income from consolidated communities is not reduced by allocated management fees as we eliminate management fees from consolidated communities.
(2) Net operating income is a non-GAAP measure. Our nearest GAAP measure on our consolidated statement of operations is income/(loss) from operations. Net operating income excludes depreciation, amortization, lease expense, and impairment charges from these communities. On page 6 of the supplemental tables please refer to a complete reconciliation of net operating income to income/(loss) from operations.
(3) Property types are primarily condominium units and not typical Sunrise communities.
(4) Net operating income is consolidated from June 2, 2011 forward. The portfolio was a joint venture prior to June 2, 2011.
(5) This community is a joint venture community that we consolidate under the accounting guidelines. The information provided above only includes the results of operations of the operator who has a lease with an unconsolidated 3rd party. In 2011, the consolidated venture paid $1.7 million to the landlord in rent. In 2012, the terms of the lease will be re-negotiated and we expect the rent expense to increase significantly.
1
Sunrise Senior Living
Community Data
Leased Communities
Leased Communities
| | | | | | | | Unit Occupancy | | Net Operating Income (1), (3) | |
| | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | |
| | | | | | | | September 30, | | September 30, | | September 30, | | September 30, | |
Lessor | | Comm. | | Units | | Country | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
HRPT (5) | | 4 | | 1,594 | | US | | 93.0 | % | 93.2 | % | 93.1 | % | 92.5 | % | $ | 6,994,262 | | $ | 7,208,948 | | $ | 20,397,573 | | $ | 21,235,808 | |
HRPT (6) | | 7 | | 1,959 | | US | | 88.5 | % | 87.3 | % | 88.1 | % | 88.0 | % | 2,891,561 | | 3,364,697 | | 9,954,056 | | 12,784,144 | |
HCP | | 2 | | 1,055 | | US | | 87.0 | % | 86.1 | % | 86.6 | % | 86.9 | % | 4,797,158 | | 4,036,734 | | 13,928,436 | | 13,356,714 | |
LTC | | 3 | | 186 | | US | | 81.1 | % | 85.9 | % | 80.3 | % | 86.1 | % | 615,876 | | 752,471 | | 1,905,717 | | 2,325,172 | |
Missouri River Corp. | | 2 | | 133 | | US | | 89.5 | % | 87.5 | % | 85.5 | % | 86.0 | % | 446,612 | | 328,326 | | 1,240,668 | | 1,049,505 | |
Oakmont | | 3 | | 228 | | US | | 92.9 | % | 90.0 | % | 93.0 | % | 91.6 | % | 1,481,014 | | 1,104,577 | | 4,294,255 | | 3,916,027 | |
Other | | 2 | | 171 | | US | | 87.8 | % | 95.7 | % | 89.0 | % | 93.8 | % | 872,970 | | 732,111 | | 2,539,049 | | 2,376,350 | |
Total Leased | | 23 | | 5,326 | | | | 89.5 | % | 89.2 | % | 89.2 | % | 89.3 | % | $ | 18,099,453 | | $ | 17,527,864 | | $ | 54,259,754 | | $ | 57,043,720 | |
Leased Communities
| | | | Lease Coverage- | | Lease Coverage- | | | | | |
| | | | Straight-Line Lease | | Straight-Line Lease | | Lease Coverage-Cash Lease | | Lease Coverage-Cash Lease | |
| | | | Expense (2) | | Expense (2) | | Expense (2) | | Expense (2) | |
| | Current | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | |
| | Lease Term | | September 30, | | September 30, | | September 30, | | September 30, | |
Lessor | | Expiration (4) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
HRPT (4 communities) (5) | | 2013 | | 1.92 | | 1.97 | | 1.87 | | 1.94 | | 1.92 | | 1.97 | | 1.87 | | 1.94 | |
HRPT (7 communities) (6) | | 2013 | | 0.74 | | 0.87 | | 0.85 | | 1.09 | | 0.86 | | 1.01 | | 0.99 | | 1.27 | |
HCP | | 2018 | | 1.18 | | 0.94 | | 1.10 | | 1.09 | | 1.16 | | 0.95 | | 1.08 | | 1.10 | |
LTC | | 2018 | | 0.89 | | 1.10 | | 0.92 | | 1.15 | | 0.89 | | 1.10 | | 0.92 | | 1.15 | |
Missouri River Corp. | | 2018 | | 0.93 | | 0.70 | | 0.87 | | 0.75 | | 0.93 | | 0.70 | | 0.87 | | 0.75 | |
Oakmont | | 2012-2013 | | 2.08 | | 1.60 | | 2.03 | | 1.91 | | 2.04 | | 1.56 | | 1.99 | | 1.86 | |
Other | | 2013 | | 2.23 | | 1.88 | | 2.16 | | 2.03 | | 2.08 | | 1.77 | | 2.03 | | 1.93 | |
Total Leased | | | | 1.30 | | 1.25 | | 1.29 | | 1.37 | | 1.35 | | 1.30 | | 1.33 | | 1.43 | |
Footnotes:
(1) Net operating income from leased communities is not reduced by allocated management fees as we eliminate management fees from leased communities.
(2) Lease coverage is defined as net operating income divided by lease expense.
(3) Net operating income is a non-GAAP measure. Our nearest GAAP measure on our consolidated statement of operations is income/(loss) from operations. Net operating income excludes depreciation, amortization, lease expense, and impairment charges from these communities. On page 6 of the supplemental tables please refer to a complete reconciliation of net operating income to income/(loss) from operations.
(4) Lease agreements may include possible lease extensions.
(5) On December 29, 2011, we received 3rd party consent to the extension of the term of the four leases for an additional five-year term commencing January 1, 2014.
(6) On May 29, 2012, we reached an agreement with the landlord to allow for early termination of the ten leases that were scheduled to expire on December 31, 2013. In the third quarter of 2012, we terminated the leases on and transitioned management of three communities. We terminated the leases on and transitioned management of an additional five communities on October 1, and of the remaining two communities on November 1.
2
Sunrise Senior Living |
Community Data |
Joint Venture Communities |
Stabilized Properties (4)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Unit Occupancy | | Net Operating Income of Venture | |
| | | | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | |
| | | | | | | | Ownership | | September 30, | | September 30, | | September 30, | | September 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Interest (3) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 1 | | 5 | | 434 | | UK | | 20.00 | % | 93.9 | % | 91.9 | % | 94.4 | % | 92.4 | % | $ | 4,581,093 | | $ | 4,140,027 | | $ | 13,804,383 | | $ | 11,902,697 | |
Pool 2 (8) | | 2 | | 156 | | UK | | 9.81 | % | 92.4 | % | 93.7 | % | 92.3 | % | 92.6 | % | 1,878,281 | | 1,941,777 | | 5,604,140 | | 5,203,257 | |
Pool 3 (8) | | 15 | | 1,243 | | UK | | 9.81 | % | 81.8 | % | 85.7 | % | 83.2 | % | 84.7 | % | 8,889,131 | | 9,032,653 | | 26,926,788 | | 24,594,286 | |
Pool 7 (2) | | 29 | | 2,082 | | US | | 40.00 | % | 90.3 | % | 87.2 | % | 88.9 | % | 88.0 | % | 13,837,865 | | 11,056,080 | | 38,199,996 | | 35,057,935 | |
Pool 8 (8) | | 4 | | 310 | | US | | 20.00 | % | 86.6 | % | 91.4 | % | 88.5 | % | 90.1 | % | 2,383,782 | | 2,367,674 | | 7,020,398 | | 6,651,259 | |
Pool 9 (8) | | 12 | | 872 | | US | | 25.00 | % | 92.0 | % | 89.7 | % | 91.3 | % | 89.7 | % | 6,660,596 | | 5,251,058 | | 17,873,701 | | 14,781,352 | |
Pool 11 | | 2 | | 152 | | US | | 30.00 | % | 89.8 | % | 93.5 | % | 91.2 | % | 91.3 | % | 1,062,639 | | 1,171,386 | | 3,007,364 | | 3,242,988 | |
Pool 13/14 | | 4 | | 298 | | US | | 20.00 | % | 91.5 | % | 90.6 | % | 89.8 | % | 90.3 | % | 1,798,146 | | 1,487,866 | | 4,773,734 | | 4,598,741 | |
Pool 15 | | 7 | | 601 | | US | | 32.12 | % | 89.7 | % | 87.3 | % | 88.3 | % | 87.3 | % | 3,852,821 | | 3,345,271 | | 11,128,996 | | 10,051,024 | |
Pool 23 (7) | | 1 | | 83 | | US | | 30.00 | % | 94.1 | % | 90.0 | % | 90.7 | % | 87.8 | % | 876,770 | | 307,204 | | 2,265,299 | | 792,778 | |
Pool 24 | | 5 | | 342 | | US | | 10%-50 | % | 85.5 | % | 88.5 | % | 86.4 | % | 87.6 | % | 2,150,951 | | 2,148,315 | | 6,680,808 | | 6,435,815 | |
Pool 26 | | 2 | | 170 | | US | | 45.00 | % | 94.8 | % | 95.3 | % | 95.4 | % | 92.4 | % | 1,611,073 | | 1,481,832 | | 4,824,493 | | 4,197,383 | |
Total JV’s-Stabilized | | 88 | | 6,743 | | | | | | 89.0 | % | 88.5 | % | 88.7 | % | 88.3 | % | $ | 49,583,148 | | $ | 43,731,143 | | $ | 142,110,100 | | $ | 127,509,515 | |
Lease-Up Properties (5)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Unit Occupancy | | Net Operating Income of Venture | |
| | | | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | |
| | | | | | | | Ownership | | September 30, | | September 30, | | September 30, | | September 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Interest (3) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 20 | | 6 | | 598 | | US | | 30.00 | % | 83.6 | % | 72.4 | % | 80.9 | % | 68.4 | % | 2,811,339 | | 2,558,059 | | 7,944,805 | | 6,163,621 | |
Pool 25 (6) | | 0 | | 240 | | US | | 30.00 | % | 31.3 | % | 31.3 | % | 31.3 | % | 30.5 | % | — | | — | | — | | — | |
Pool 27 | | 5 | | 517 | | US | | 45.00 | % | 83.9 | % | 77.0 | % | 80.9 | % | 72.1 | % | 1,962,489 | | 1,607,517 | | 5,736,455 | | 4,148,986 | |
Total JV’s-Lease Up | | 11 | | 1,355 | | | | | | 74.4 | % | 66.9 | % | 72.1 | % | 63.1 | % | $ | 4,773,828 | | $ | 4,165,576 | | $ | 13,681,260 | | $ | 10,312,607 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Properties
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Unit Occupancy | | Net Operating Income of Venture | |
| | | | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | |
| | | | | | | | Ownership | | September 30, | | September 30, | | September 30, | | September 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Interest (3) | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 1 | | 5 | | 434 | | UK | | 20.00 | % | 93.9 | % | 91.9 | % | 94.4 | % | 92.4 | % | $ | 4,581,093 | | $ | 4,140,027 | | $ | 13,804,383 | | $ | 11,902,697 | |
Pool 2 | | 2 | | 156 | | UK | | 9.81 | % | 92.4 | % | 93.7 | % | 92.3 | % | 92.6 | % | 1,878,281 | | 1,941,777 | | 5,604,140 | | 5,203,257 | |
Pool 3 | | 15 | | 1,243 | | UK | | 9.81 | % | 81.8 | % | 85.7 | % | 83.2 | % | 84.7 | % | 8,889,131 | | 9,032,653 | | 26,926,788 | | 24,594,286 | |
Pool 7 (2) | | 29 | | 2,082 | | US | | 40.00 | % | 90.3 | % | 87.2 | % | 88.9 | % | 88.0 | % | 13,837,865 | | 11,056,080 | | 38,199,996 | | 35,057,935 | |
Pool 8 | | 4 | | 310 | | US | | 20.00 | % | 86.6 | % | 91.4 | % | 88.5 | % | 90.1 | % | 2,383,782 | | 2,367,674 | | 7,020,398 | | 6,651,259 | |
Pool 9 | | 12 | | 872 | | US | | 25.00 | % | 92.0 | % | 89.7 | % | 91.3 | % | 89.7 | % | 6,660,596 | | 5,251,058 | | 17,873,701 | | 14,781,352 | |
Pool 11 | | 2 | | 152 | | US | | 30.00 | % | 89.8 | % | 93.5 | % | 91.2 | % | 91.3 | % | 1,062,639 | | 1,171,386 | | 3,007,364 | | 3,242,988 | |
Pool 13/14 | | 4 | | 298 | | US | | 20.00 | % | 91.5 | % | 90.6 | % | 89.8 | % | 90.3 | % | 1,798,146 | | 1,487,866 | | 4,773,734 | | 4,598,741 | |
Pool 15 | | 7 | | 601 | | US | | 32.12 | % | 89.7 | % | 87.3 | % | 88.3 | % | 87.3 | % | 3,852,821 | | 3,345,271 | | 11,128,996 | | 10,051,024 | |
Pool 20 | | 6 | | 598 | | US | | 30.00 | % | 83.6 | % | 72.4 | % | 80.9 | % | 68.4 | % | 2,811,339 | | 2,558,059 | | 7,944,805 | | 6,163,621 | |
Pool 23 (7) | | 1 | | 83 | | US | | 30.00 | % | 94.1 | % | 90.0 | % | 90.7 | % | 87.8 | % | 876,770 | | 307,204 | | 2,265,299 | | 792,778 | |
Pool 24 | | 5 | | 342 | | US | | 10%-50 | % | 85.5 | % | 88.5 | % | 86.4 | % | 87.6 | % | 2,150,951 | | 2,148,315 | | 6,680,808 | | 6,435,815 | |
Pool 25 (6) | | 0 | | 240 | | US | | 30.00 | % | 31.3 | % | 31.3 | % | 31.3 | % | 30.5 | % | — | | — | | — | | — | |
Pool 26 | | 2 | | 170 | | US | | 45.00 | % | 94.8 | % | 95.3 | % | 95.4 | % | 92.4 | % | 1,611,073 | | 1,481,832 | | 4,824,493 | | 4,197,383 | |
Pool 27 | | 5 | | 517 | | US | | 45.00 | % | 83.9 | % | 77.0 | % | 80.9 | % | 72.1 | % | 1,962,489 | | 1,607,517 | | 5,736,455 | | 4,148,986 | |
Total Joint Ventures | | 99 | | 8,098 | | | | | | 86.5 | % | 84.9 | % | 85.9 | % | 84.1 | % | $ | 54,356,976 | | $ | 47,896,719 | | $ | 155,791,360 | | $ | 137,822,122 | |
Footnotes:
(1) Legal names of the venture and partner are omitted due to possible confidentiality concerns in the governing documents. Venture pools represent pools of properties owned by a joint venture that were financed together as a distinct loan pool, other than pool 24 which is an amalgamation of five single property joint ventures.
(2) Operating results include the results from 6 New York entities that are leased and operated by Sunrise but owned by the venture.
(3) In certain situations, our share of cash distributions, profits or losses, are not equal to our ownership percentage.
(4) Stabilized properties are single properties or pools of properties owned or leased by us or owned by a joint venture or third party 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, 2012.
(5) Lease-up properties are single properties or pools of properties owned or leased by us or owned by a joint venture or third party where the single property or any of the communities in the pool have been open and operating for less than 36 months as of September 30, 2012.
(6) This condominium community is currently in foreclosure with the lender.
(7) Represents the assisted living and amenities side of the condo project (pool 25).
(8) The venture partner’s interest was acquired by Sunrise in October 2012.
3
Sunrise Senior Living |
Community Data |
Management Contracts |
Joint Venture Communities
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | Management Fees (2) | |
| | | | | | | | | | Three Months Ended | | Nine Months Ended | |
| | | | | | | | Average | | September 30, | | September 30, | |
Venture Pool (1) | | Comm. | | Units | | Country | | Maturity Date | | 2012 | | 2011 | | 2012 | | 2011 | |
Pool 1 | | 5 | | 434 | | UK | | 2028 | | $ | 816,270 | | $ | 795,025 | | $ | 2,443,345 | | $ | 2,365,560 | |
Pool 2 (8) | | 2 | | 156 | | UK | | 2037 | | 335,722 | | 347,096 | | 1,003,468 | | 974,767 | |
Pool 3 (8) | | 15 | | 1,243 | | UK | | 2037 | | 2,004,248 | | 1,957,879 | | 6,288,439 | | 5,670,070 | |
Pool 7 | | 29 | | 2,082 | | US | | 2028 | | 1,534,368 | | 1,435,623 | | 4,495,522 | | 4,369,586 | |
Pool 8 (8) | | 4 | | 310 | | US | | 2032 | | 468,078 | | 458,624 | | 1,397,251 | | 1,338,769 | |
Pool 9 (8) | | 12 | | 872 | | US | | 2030 | | 1,226,979 | | 1,124,193 | | 3,564,616 | | 3,328,711 | |
Pool 11 | | 2 | | 152 | | US | | 2038 | | 153,160 | | 157,543 | | 464,802 | | 455,495 | |
Pool 13/14 | | 4 | | 298 | | US | | 2037 | | 465,015 | | 324,583 | | 1,349,320 | | 959,196 | |
Pool 15 | | 7 | | 601 | | US | | 2030 | | 785,955 | | 741,788 | | 2,298,794 | | 2,184,798 | |
Pool 20 | | 6 | | 598 | | US | | 2037 | | 476,097 | | 513,398 | | 1,381,711 | | 1,751,838 | |
Pool 23 (5) | | 1 | | 83 | | US | | 2034 | | — | | — | | — | | — | |
Pool 24 | | 5 | | 342 | | US | | Various | | 388,760 | | 396,107 | | 1,243,689 | | 1,160,855 | |
Pool 25 (5) | | 0 | | 240 | | US | | | | — | | — | | — | | — | |
Pool 26 (7) | | 2 | | 170 | | US | | 2042 | | — | | 117,612 | | 79,118 | | 348,813 | |
Pool 27 (7) | | 5 | | 517 | | US | | 2042 | | — | | 465,384 | | 418,528 | | 1,339,833 | |
Total Joint Ventures | | 99 | | 8,098 | | | | | | $ | 8,654,652 | | $ | 8,834,855 | | $ | 26,428,603 | | $ | 26,248,291 | |
Managed Communities
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | Management Fees (2) | |
| | | | | | | | | | Three Months Ended | | Nine Months Ended | |
| | | | | | | | Average | | September 30, | | September 30, | |
Owner | | Comm. | | Units | | Country | | Maturity Date | | 2012 | | 2011 | | 2012 | | 2011 | |
Cooperative | | 1 | | 259 | | US | | 2034 | | 265,483 | | 257,861 | | 828,392 | | 782,719 | |
HCPI (4) | | 46 | | 4,511 | | US | | 2028-2038 | | 5,031,547 | | 4,452,566 | | 14,810,415 | | 13,270,921 | |
Inova | | 4 | | 313 | | US | | 2013 | | 392,113 | | 371,372 | | 1,369,866 | | 1,218,684 | |
Ventas | | 79 | | 6,507 | | US | | 2034-2037 | | 7,421,717 | | 5,866,111 | | 21,182,705 | | 17,224,027 | |
Ventas 16 | | 16 | | 1,274 | | US | | 2030-2038 | | 1,588,909 | | 1,474,414 | | 4,565,223 | | 4,201,313 | |
Wedum Foundation | | 4 | | 235 | | US | | 2013 | | 251,791 | | 233,966 | | 738,201 | | 712,647 | |
HCN UK | | 5 | | 432 | | UK | | 2024-2039 | | 848,265 | | 756,408 | | 2,497,527 | | 1,918,678 | |
Other | | 3 | | 316 | | US | | Various | | 274,245 | | 257,940 | | 824,996 | | 808,485 | |
Total Managed | | 158 | | 13,847 | | | | | | $ | 16,074,070 | | $ | 13,670,638 | | $ | 46,817,325 | | $ | 40,137,474 | |
| | | | | | | | | | | | | | | | | |
Total JV and Managed Communities | | 257 | | 21,945 | | | | | | $ | 24,728,722 | | $ | 22,505,493 | | $ | 73,245,928 | | $ | 66,385,765 | |
| | | | | | | | | | | | | | | | | |
Other/Terminated Management Fees (6) | | | | | | | | | | $ | 126,517 | | $ | 990,164 | | $ | 1,264,006 | | $ | 5,723,917 | |
| | | | | | | | | | | | | | | | | |
Total Management Fees | | | | | | | | | | $ | 24,855,239 | | $ | 23,495,657 | | $ | 74,509,934 | | $ | 72,109,682 | |
Footnotes:
(1) Legal names of the venture and partner are omitted due to possible confidentiality concerns in the governing documents. Venture pools represent pools of properties owned by a joint venture that were financed together as a distinct loan pool, other than pool 24 which is an amalgamation of five single property joint ventures.
(2) The majority of our management contracts contain performance based termination tests with certain limited cure rights.
(3) Intentionally omitted.
(4) The contracts relating to one portfolio of 14 properties contain at-will termination provisions for a specified fee to Sunrise.
(5) No management fees are associated with this venture as these fees are eliminated due to accounting for this venture under the profit sharing method.
(6) Includes $2.4 million for the nine months ended September 30, 2011 from the previous AL US venture.
(7) On June 29, 2012 we contributed our ownership interest in these communities to a newly formed joint venture. No management fees are associated with the new venture as the fees are eliminated due to accounting for this venture under the profit sharing method.
(8) The venture partner’s interest was acquired by Sunrise in October 2012.
4
Sunrise Senior Living
Consolidated and Joint Venture Debt
Scheduled Debt Maturities as of September 30, 2012
(dollars in thousands)
Consolidated Debt
| | Ownership | | Number of | | Maturity | | Weighted Aver. | | Outstanding | | In | | Recourse | |
Consolidated Communities | | Percentage | | Communities | | Date (4) | | Interest Rate | | Debt | | Default | | to SRZ | |
AL US Development Portfolio | | 100.00 | % | 15 | | Jun15 | | 4.30 | % | $ | 326,146 | | $ | — | | N | |
Monterey | | 100.00 | % | 1 | | Jun13 | | 3.50 | % | 20,617 | | — | | N | |
Quebec (6) | | 100.00 | % | 3 | | Feb14 | | 5.00 | % | 47,592 | | — | | Y | |
Cedar Parke | | 0.00 | % | 1 | | Jul29 | | 0.55 | % | 20,995 | | 1,365 | | Y | |
Consolidated Community Debt | | | | 20 | | | | | | $ | 415,350 | | $ | 1,365 | | | |
| | | | | | | | | | | | | | | |
Revolving Credit Facility | | 100.00 | % | 0 | | Jun14 | | 5.49 | % | $ | — | | $ | — | | Y | |
Convertible Notes | | 100.00 | % | 0 | | Apr41 | | 5.00 | % | 86,250 | | — | | Y | |
Restructure Note (13) | | 100.00 | % | 0 | | Oct12 | | 0.00 | % | 24,161 | | — | | Y | |
Restructure Note | | 100.00 | % | 0 | | Apr14 | | 0.00 | % | 3,129 | | — | | Y | |
Other Consolidated Debt | | | | 0 | | | | | | $ | 113,540 | | $ | — | | | |
| | | | | | | | | | | | | | | |
Total Principal Amount of Debt | | | | | | | | | | $ | 528,890 | | $ | 1,365 | | | |
Less: Fair Value Adjustments | | | | | | | | | | (10,184 | ) | — | | | |
Total Consolidated Debt | | | | 20 | | | | | | $ | 518,706 | | $ | 1,365 | | | |
Joint Venture Entities
| | Ownership | | Number of | | Maturity | | Weighted Aver. | | Outstanding | | In | | SRZ | |
Venture Pool (1) | | Percentage (2) | | Communities | | Date (4) | | Interest Rate | | Debt | | Default | | ODA | |
Pool 1 | | 20.00 | % | 5 | | May13 | | 4.64 | % | $ | 131,497 | | $ | — | | N | |
Pool 2 (8) | | 9.81 | % | 2 | | Jan15 | | 5.13 | % | 57,673 | | — | | N | |
Pool 3 (8) | | 9.81 | % | 15 | | Jul14 | | 3.41 | % | 649,614 | | 649,614 | | N | |
Pool 7 | | 40.00 | % | 29 | | Feb14 | | 6.76 | % | 434,940 | | — | | N | |
Pool 8 (9) | | 20.00 | % | 4 | | Apr14 | | 5.89 | % | 75,048 | | — | | N | |
Pool 9 (10) | | 25.00 | % | 12 | | Jan14 | | 6.00 | % | 181,365 | | — | | N | |
Pool 11 (12) | | 30.00 | % | 2 | | Mar13 | | 5.23 | % | 35,120 | | — | | N | |
Pool 13/14 | | 20.00 | % | 4 | | Jan19 | | 4.98 | % | 58,359 | | — | | N | |
Pool 15 | | 32.12 | % | 7 | | Nov18 | | 4.80 | % | 120,000 | | — | | N | |
Pool 20 | | 30.00 | % | 6 | | Apr14 | | 4.58 | % | 104,549 | | — | | N | |
Pool 23 (3) | | 30.00 | % | 1 | | Jun15 | | 5.50 | % | 26,000 | | — | | N | |
Pool 24 (11) | | 10%-50 | % | 5 | | Sep2012 - Apr2022 | | 6.03 | % | 45,311 | | 9,649 | | N | |
Pool 25 (3), (7) | | 30.00 | % | 0 | | Sep11 | | 11.75 | % | 119,587 | | 119,587 | | Y | |
Pool 26 | | 44.98 | % | 2 | | Mar19 | | 4.66 | % | 55,000 | | — | | N | |
Pool 27 | | 44.98 | % | 5 | | Mar19 | | 5.25 | % | 70,000 | | — | | N | |
Total Joint Ventures (5) | | | | 99 | | | | | | $ | 2,164,063 | | $ | 778,850 | | | |
Footnotes:
(1) Legal names of the venture and partner are omitted due to possible confidentiality concerns in the governing documents. Venture pools represent pools of properties owned by a joint venture that were financed together as a distinct loan pool, other than pool 24 which is an amalgamation of five single property joint ventures.
(2) In certain situations, our respective percentage shares of cash distributions, profits or losses, are not equal to our ownership percentage.
(3) As of September 30, 2012, the loan of $119.6 million for the residential condominium venture is in default. We have accrued $4.0 million in default interest, late fees and other lender-related fees relating to this loan. In February 2012, the lenders for the residential condominium venture commenced legal proceedings necessary to foreclose on the assets of the residential condominium venture. Without terminating the foreclosure proceedings, the lender sold their interest in the debt to a new lender in June 2012. The debt remains in default and we are in discussions with the new lender. We have no basis in the assets.
(4) Maturity dates assume exercising extensions allowable under the loan documents.
(5) Sunrise’s share of joint venture debt as of September 30, 2012 is approximately $520 million.
(6) The principal balance of the loan is non-recourse to Sunrise but we are obligated under an operating deficit agreement to fund operating shortfalls and interest.
(7) We are obligated to our partner on the condominium venture to fund operating shortfalls. We have funded $2.2 million under the guarantee through September 30, 2012, of which $0.1 million was funded in 2012. In addition, we are required to fund sales and marketing costs associated with the sale of the condominiums. We have experienced lower sales and pricing than had been forecasted and we believe the partners have no remaining equity in the condominium project. Accordingly, we have informed our partner that we do not intend to fund future operating shortfalls.
(8) The venture partner’s interest was acquired by Sunrise on October 16, 2012. The debt relating to pool 2 was paid off. The debt associated with pool 3 was modified and extended to December 31, 2015 and is no longer in default.
(9) The venture partner’s interest was acquired by Sunrise on October 1, 2012 and the debt was assumed.
(10) The venture partner’s interest was acquired by Sunrise on October 1, 2012 and the debt was paid off.
(11) The debt of one of the communities matured on September 1, 2012 and was paid off on October 1, 2012. Accordingly, the $9.6 million in debt is no longer in default or outstanding.
(12) The venture partner’s interest was acquired, and the venture debt stays in place.
(13) This debt was repaid in full in November 2012.
5
SUNRISE SENIOR LIVING, INC.
Reconciliation For Consolidated Net Operating Income
Consolidated Net Operating Income
Net operating income is a measure of operating performance that is 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. Management considers net operating income to be a useful measure in analyzing our community operating income without regard to management fees and other adjustments.
The following table reconciles net operating income from consolidated communities to income (loss) from operations.
(in thousands)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2012 | | 2011 | | 2012 | | 2011 | |
Consolidated Community NOI | | $ | 12,511 | | $ | 10,406 | | $ | 35,571 | | $ | 31,074 | |
Leased Community NOI | | 18,099 | | 17,528 | | 54,260 | | 57,044 | |
Total Consolidated NOI | | 30,610 | | 27,934 | | 89,831 | | 88,118 | |
Less: AL US NOI (during period the venture was not consolidated) | | — | | — | | — | | (13,681 | ) |
Plus: Connecticut Avenue NOI (during period the community was consolidated) | | — | | 1,109 | | 2,590 | | 2,984 | |
Plus: Santa Monica NOI (during period the community was consolidated) | | — | | — | | 805 | | — | |
Plus: Pool 19 NOI (during period the venture was consolidated) | | — | | — | | 1,706 | | — | |
Plus: Pool 21 NOI (during period the venture was consolidated) | | — | | — | | 1,024 | | — | |
Plus: NOI from Consolidated New York communities leased from a venture | | | | | | | | | |
(NOI is reflected in Joint Venture loan pool analysis) | | 5,176 | | 3,903 | | 13,964 | | 12,193 | |
Adjusted Total Consolidated NOI | | 35,786 | | 32,946 | | 109,920 | | 89,614 | |
Less: Consolidated Community Lease Expense (includes $4.3 million for the three months ended September 30, 2012 and $4.3 million for the three months ended September 30, 2011 of lease expense from consolidated New York communities leased from a venture) | | (16,315 | ) | (18,746 | ) | (53,454 | ) | (55,071 | ) |
Less: Depreciation and Amortization | | (9,624 | ) | (10,536 | ) | (31,442 | ) | (26,165 | ) |
Less: Impairment of long-lived assets | | (805 | ) | (2,899 | ) | (15,860 | ) | (8,254 | ) |
| | $ | 9,042 | | $ | 765 | | $ | 9,164 | | $ | 124 | |
Plus: Other Sunrise Revenue | | | | | | | | | |
Management fees | | 24,855 | | 23,496 | | 74,510 | | 72,110 | |
Buyout fees | | 1,200 | | 3,044 | | 1,450 | | 3,044 | |
Ancillary fees | | 8,460 | | 7,641 | | 24,754 | | 22,751 | |
Professional fees from development, marketing and other | | 521 | | 553 | | 999 | | 1,398 | |
Reimbursed costs incurred on behalf of managed communities | | 167,251 | | 179,038 | | 509,132 | | 543,168 | |
Total Other Revenue | | 202,287 | | 213,772 | | 610,845 | | 642,471 | |
| | | | | | | | | |
Less: Other Sunrise Expense | | | | | | | | | |
Ancillary expenses | | 7,924 | | 7,127 | | 23,063 | | 21,099 | |
General and administrative | | 44,003 | | 28,263 | | 97,871 | | 88,216 | |
Carrying costs of liquidating trust assets and idle land | | 490 | | 658 | | 1,780 | | 1,700 | |
Allowance for uncollectible receivables from owners | | 64 | | 411 | | 971 | | 1,234 | |
Gain on financial guarantees and other contracts | | — | | — | | — | | (12 | ) |
Costs incurred on behalf of managed communities | | 167,994 | | 180,275 | | 509,668 | | 545,953 | |
Misc. Expense for Non-Operating Communities | | (324 | ) | (171 | ) | (750 | ) | (365 | ) |
Total Other Expense | | 220,151 | | 216,563 | | 632,603 | | 657,825 | |
| | | | | | | | | |
Loss from operations | | $ | (8,822 | ) | $ | (2,026 | ) | $ | (12,594 | ) | $ | (15,230 | ) |
6
SUNRISE SENIOR LIVING, INC.
Reconciliation For Consolidated Community Operating Revenue
Consolidated Community Operating Revenue
Community operating revenue is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles and should not be considered as a substitute for resident fees for consolidated communities. Management considers community operating revenue to be a useful measure in analyzing comparable revenue growth.
The following table reconciles community operating revenue from consolidated communities to resident fees for consolidated communities.
(in thousands)
| | Three Months Ended | |
| | September 30, | |
| | 2012 | | 2011 | |
Consolidated Community Operating Revenue | | $ | 36,410 | | $ | 34,862 | |
Leased Community Operating Revenue | | 71,886 | | 71,289 | |
Total Consolidated Community Operating Revenue | | 108,296 | | 106,151 | |
Plus: Connecticut Avenue Revenue (during period the community was consolidated) | | — | | 2,784 | |
Plus: Revenue from Consolidated New York communities leased from a venture | | | | | |
(Revenue is reflected in Joint Venture revenue) | | 11,776 | | 10,677 | |
Adjusted Total Consolidated Revenue | | 120,072 | | 119,612 | |
Endowment Amortization | | 1,821 | | 1,557 | |
Other | | (294 | ) | (314 | ) |
Resident Fees for Consolidated Communities | | $ | 121,599 | | $ | 120,855 | |
7