Sunrise Senior Living, Incorporated (SRZ)

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Sunrise Reports Financial Results for Fourth Quarter and Full Year of 2011

MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the fourth quarter and full year of 2011. Sunrise will host a conference call and webcast on Thursday, March 1, 2012, at 9:00 a.m. ET, to discuss the financial results.

Mark Ordan, Sunrise’s chief executive officer, commented on the quarter and full year, “We are pleased to report a solid fourth quarter showing continued gains in occupancy, rate, and NOI. 2011 was a very positive year for Sunrise in which we also completed a series of NAV-accretive transactions.”

2011 Overview

During 2011, Sunrise restructured and recapitalized three ventures, raised $86.2 million under a convertible notes offering, acquired a venture partner’s 80% interest in a 15 community portfolio, secured a new $50.0 million bank credit facility, further reduced the Company’s annual recurring general and administrative expense by eliminating 69 positions, obtained third party approval to extend four leases related to operating communities until 2018, and sold six assets in the Company’s liquidating trust formed in 2009 in connection with restructuring debt related to discontinued German operations, reducing the Company’s restructuring obligations by $11.3 million.

2011 Annual Results

For the twelve months ended 2011, net loss was $(23.4) million, or $(0.41) per fully diluted share, as compared to net income of $99.1 million, or $1.72 per fully diluted share, for the twelve months ended December 31, 2010. 2010 net income was greatly influenced by non-recurring factors that included $63.3 million of buyout fees and $67.8 million of income from discontinued operations.

Adjusted EBITDAR for the twelve months ended December 31, 2011, was $147.0 million as compared to $117.8 million for the twelve months ended December 31, 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.”

2011 Fourth Quarter Results

In the fourth quarter of 2011, Sunrise reported net income of $1.8 million or $0.03 per fully diluted share, as compared to net income of $50.0 million, or $0.87 per fully diluted share, for the fourth quarter of 2010. Sunrise’s fourth quarter 2010 results included $9.8 million in buyout fees, $19.2 million of income from discontinued operations, and a $25.0 million gain on the sale of equity interests in a joint venture portfolio.

Adjusted EBITDAR for the fourth quarter of 2011 was $42.9 million as compared to $25.3 million for the fourth quarter of 2010.



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Cash and Liquidity Update

Sunrise had $49.5 million of unrestricted cash at December 31, 2011. As of December 31, 2011, Sunrise’s consolidated debt was $593.7 million, as compared to $163.0 million at December 31, 2010, an increase of $430.7 million. The increase in consolidated debt primarily relates to the AL US acquisition totaling $322.0 million (at fair value), the issuance of junior subordinated convertible notes totaling $86.2 million, and borrowings under the revolving credit facility totaling $39.0 million.

In December 2011, Sunrise closed on an agreement with Marriott International, Inc. (“Marriott”) permitting the Company to extend for an additional five year term commencing January 1, 2014, certain lease obligations that would have otherwise expired effective December 31, 2013. Pursuant to the terms of the agreement, the Company provided Marriott with a letter of credit issued by KeyBank with a face amount of $85.0 million to secure Marriott’s exposure under the Lease Guarantee and entrance fee obligations that remain outstanding (approximately $5.6 million at December 31, 2011). Marriott may draw on the letter of credit in order to pay any of the secured obligations if they are not paid by the Company when due. The Company provided KeyBank with cash collateral of $85.0 million as security for its letter of credit obligations.

In connection with the December 2011 transaction, Sunrise has drawn approximately $39.0 million against its Credit Facility. Sunrise has also committed $10.2 million in letters of credit against its Credit Facility and therefore is unable to draw additional funds against the facility if needed. If Sunrise is unable to generate sufficient cash flow from operations or raise capital from other sources to fund the Company’s operations, it may have an adverse impact on the Company’s financial condition.

Joint Venture Transaction with CNL Lifestyle Properties

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.

General and Administrative Expenses

In connection with the Company’s ongoing efforts to reduce its general and administrative expense, Sunrise eliminated 69 positions during the year ended December 31, 2011. Sunrise incurred severance costs associated with terminations of $1.4 million for the quarter ended, and $8.1 million for the year ended, December 31, 2011. Further, Sunrise’s general and administrative expense included $(0.4) million for the quarter ended, and $2.8 million for the year ended, December 31, 2011, in professional expenses associated with its previously announced venture transactions. Sunrise’s general and administrative expense for the year ended December 31, 2011 also included a $2 million retention bonus for its Chief Investment and Administrative Officer.

Operating Data for Fourth Quarter 2011



• Average unit occupancy for stabilized properties for the fourth quarter of 2011 was 88.2 percent, which was up 30 basis points from 87.9 percent for the fourth quarter of 2010, and up 30 basis points sequentially compared to 87.9 percent for the third quarter of 2011.




• Average daily revenue per occupied unit for stabilized properties increased 3.0 percent from $212.46 for the fourth quarter of 2010 to $218.92 for the fourth quarter of 2011.




• Stabilized property net operating income increased 0.5 percent from $144.1 million for the fourth quarter of 2010 to $144.8 million for the fourth quarter of 2011. Overall, net operating income including lease up properties increased 3.2 percent from the fourth quarter of 2010 to the fourth quarter of 2011. Fourth quarter 2010 net operating income includes a management fee expense credit relating to the Ventas portfolio of approximately $6.2 million.




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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 December 31, 2011. All managed communities are stabilized properties.

Subsequent Event – Santa Monica

On February 28, 2012, the Company closed on a purchase and sale agreement with a venture partner who owned 85% of the membership interests (the “Partner Interest”) in Santa Monica AL, LLC (“Santa Monica”). The Company owned the remaining 15% membership interest. Pursuant to the purchase and sale agreement, the Company purchased the Partner Interest for an aggregate purchase price of $16.2 million. Santa Monica indirectly owns one senior living facility located in Santa Monica, California. As a result of the transaction, effective February 28, 2012, the assets, liabilities and operating results of Santa Monica are consolidated.

Simultaneously, with the closing of the transaction, the Company entered into a new loan with Prudential Insurance Company of America to pool Santa Monica with Connecticut Avenue, and senior debt financed the two assets. The principal amount of the new loan in the aggregate is $55.0 million with an interest rate of 4.66%. It is a seven year loan that matures on March 1, 2019. The proceeds of the new loan were applied (i) to pay off $27.8 million of the Connecticut Avenue debt; (ii) to pay off $13.4 million of the Santa Monica debt; and (iii) towards the $16.2 million purchase price of the Partner Interest.

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/

Conference Call and Webcast

Sunrise will host a conference call and webcast at 9:00 a.m. ET on Thursday, March 1, 2012, to discuss the financial results for the fourth quarter and full year of 2011 and the other matters discussed in this press release. The call-in number for the conference call is 888-206-4893 or 913-312-0411 (from outside the U.S.). Callers should reference the “Sunrise Senior Living 2011 Year-End Earnings Call” or the participant passcode: 4844759. 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 March 15, 2012 at 1 p.m. ET, by dialing 888-203-1112 or 719-457-0820 (from outside the U.S.) and referencing replay passcode: 4844759; a replay will also be available on Sunrise’s website during that period.