EX-99.2 3 exhibit992fountains0331201.htm EXHIBIT 99.2 Exhibit
Exhibit 99.2

















FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES
Unaudited condensed consolidated financial statements
For the Three Months Ended March 31, 2015 and 2014









FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES

Table of Contents


 
 
 
Page(s)
 
 
Condensed consolidated financial statements as of March 31, 2015 (unaudited) and December 31, 2014 and for the three months ended March 31, 2015 and 2014 (unaudited)
 
 
 
 
 
 
 
 
 






FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 2015 and December 31, 2014


Assets
 
2015 (unaudited)
 
2014
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
21,715,399

 
$
20,123,400

Accounts receivable - less allowance for doubtful accounts of $673,000 and $591,000 at March 31, 2015 and December 31, 2014, respectively
 
5,245,683

 
5,393,791

Prepaid expenses and other current assets
 
1,887,004

 
2,073,037

Total current assets
 
28,848,086

 
27,590,228

Property and equipment:
 
 
 
 
Land and land improvements
 
70,909,233

 
70,907,658

Buildings and improvements
 
337,196,412

 
336,689,689

Furniture, fixtures and equipment
 
44,943,926

 
44,836,440

Construction in progress
 
876,617

 
418,059

Total property and equipment
 
453,926,188

 
452,851,846

Less accumulated depreciation
 
(114,615,779
)
 
(110,064,229
)
Property and equipment – net
 
339,310,409

 
342,787,617

Restricted cash
 
1,570,453

 
1,708,031

Other assets
 
2,189,139

 
2,207,169

Deferred financing costs – less accumulated amortization of $2,379,107 and $2,284,700 at March 31, 2015 and December 31, 2014, respectively
 
236,467

 
330,874

Total
 
$
372,154,554

 
$
374,623,919
















See accompanying notes to condensed consolidated financial statements.


1
(Continued)




FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 2015 and December 31, 2014


Liabilities and Member’s Deficit
 
2015 (unaudited)
 
2014
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
11,182,369

 
$
10,278,141

Payable to affiliates – net
 
200,127

 
188,021

Security and reservation deposits
 
1,213,102

 
1,147,259

Accrued interest
 
29,328

 
29,073

Refundable entrance fees
 
11,637,807

 
11,209,577

Refundable refund liabilities
 
479,880

 
479,880

Insurance liability reserves
 
879,171

 
890,135

Current portion capital lease obligations
 
103,818

 
103,818

Current maturities of notes payable
 
258,117,370

 
266,087,416

Total current liabilities
 
283,842,972

 
290,413,320

Long-term liabilities:
 
 
 
 
Notes payable – less current maturities
 
25,846

 
30,868

Capital lease obligation – less current portion
 
322,300

 
345,292

Deferred revenue
 
1,035,326

 
1,010,048

Insurance liability reserves – less current portion
 
3,798,512

 
3,905,142

Refundable entrance fees – less current portion
 
61,098,494

 
58,715,967

Unearned nonrefundable entrance fees
 
35,961,491

 
36,122,637

Total long-term liabilities
 
102,241,969

 
100,129,954

Total liabilities
 
386,084,941

 
390,543,274

Commitments and contingencies (note 5)
 
 
 
 
Member’s deficit
 
(13,930,387
)
 
(15,919,355
)
Total
 
$
372,154,554

 
$
374,623,919





See accompanying notes to condensed consolidated financial statements.



2




FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
Three months ended March 31, 2015 and 2014
 
 
2015
 
2014
Operating revenue:
 
 
 
 
Healthcare revenue, net of contractual allowances
 
$
8,796,173

 
$
8,997,430

Provision for bad debts
 
(96,135
)
 
(128,859
)
Healthcare revenue, net
 
8,700,038

 
8,868,571

Resident fees
 
26,868,645

 
25,911,944

Amortization of entrance fees
 
1,761,816

 
1,680,791

Lease income
 
1,404,413

 
1,351,691

Other operating income
 
774,721

 
776,995

Total operating revenue
 
39,509,633

 
38,589,992

Operating expenses
 
 
 
 
Wages and benefits
 
14,448,806

 
14,093,790

Depreciation
 
4,551,550

 
4,008,720

Ancillary/therapy expenses
 
2,342,977

 
2,167,134

General and administrative
 
506,702

 
544,652

Food
 
2,269,296

 
2,257,301

Supplies
 
533,267

 
527,919

Utilities
 
1,867,316

 
1,849,759

Insurance
 
560,074

 
608,062

Taxes and license fees
 
1,215,920

 
1,190,834

Repairs and maintenance
 
1,430,938

 
1,330,355

Lease expense
 
893,232

 
888,441

Management fees
 
1,969,484

 
1,885,625

Occupancy costs
 
616,137

 
608,433

Professional services
 
1,369,646

 
1,280,783

Total operating expenses
 
34,575,345

 
33,241,808

Income from operations
 
4,934,288

 
5,348,184

Other (expense) income:
 
 
 
 
Interest expense
 
(2,549,790
)
 
(2,984,822
)
Change in fair value of interest rate swap agreements
 
—    

 
14,938

Other expense, net
 
(329,937
)
 
(120,267
)
Total other expense
 
(2,879,727
)
 
(3,090,151
)
Net income
 
$
2,054,561

 
$
2,258,033







See accompanying notes to condensed consolidated financial statements.


3




FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
Three Months ended March 31, 2015 and 2014

 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net income
 
$
2,054,561

 
$
2,258,033

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
4,551,550

 
4,008,720

Amortization of entrance fees
 
(1,761,816
)
 
(1,680,791
)
Entrance fees received
 
7,124,678

 
4,005,494

Amortization of financing and loan modification costs
 
94,407

 
253,851

Amortization of waived interest on troubled debt restructuring
 
(193,979
)
 
(181,351
)
Provision for bad debts
 
137,836

 
154,740

Change in fair value of interest rate swap agreements
 
—    

 
(14,938
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(51,377
)
 
289,429

Prepaid expenses and other current assets
 
186,033

 
(1,543,337
)
Straight-line lease receivable
 
18,030

 
7,791

Accounts payable and accrued expenses
 
1,365,601

 
(1,202,903
)
Payable to affiliates – net
 
12,106

 
(19,665
)
Accrued interest
 
(4,955
)
 
(15,473
)
Deferred revenue
 
25,278

 
65,724

Security and reservation deposits
 
378,413

 
518,600

Net cash provided by operating activities
 
13,936,366

 
6,903,924

Cash flows from investing activities:
 
 
 
 
Increase (decrease) in restricted cash
 
137,578

 
(760,660
)
Purchases of property and equipment
 
(1,647,899
)
 
(2,337,342
)
Net cash used in investing activities
 
(1,510,321
)
 
(3,098,002
)
Cash flows from financing activities:
 
 
 
 
Payment on notes payable
 
(7,781,089
)
 
(8,319,237
)
Payment on capital lease obligations
 
(22,992
)
 
(15,089
)
Refunds of entrance fees
 
(2,964,372
)
 
(2,176,655
)
Distributions
 
(65,593
)
 
—    

Net cash used in financing activities
 
(10,834,046
)
 
(10,510,981
)
Net (decrease) in cash and cash equivalents
 
1,591,999

 
(6,705,059
)
Cash and cash equivalents – beginning of period
 
20,123,400

 
23,777,786

Cash and cash equivalents – end of period
 
$
21,715,399

 
$
17,072,727


4
(Continued)




FOUNTAINS SENIOR LIVING HOLDINGS, LLC
AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
Three Months ended March 31, 2015 and 2014

 
 
2015
 
2014
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest
 
$
2,654,317

 
$
2,927,794

Supplemental disclosures of noncash investing and financing activities:
 
 
 
 
Accrued capital expenditures
 
$
101,175

 
$
392,588

Security deposits applied against entrance fees
 
312,570

 
460,983

Entrance fee draw-downs applied to accounts receivable
 
61,649

 
96,218

Assets acquired by capital lease
 

 
92,772





























See accompanying notes to condensed consolidated financial statements.


5




FOUNTAINS SENIOR LIVING HOLDINGS, LLC AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2015 and 2014

Organization
Fountains Senior Living Holdings, LLC (the Company) fka as Sunrise IV Senior Living Holdings, LLC, a Delaware limited liability company, was formed on June 30, 2005, to acquire 16 senior living facilities (the acquisition). The Company began operations on July 1, 2005 to provide for the varying lifestyle needs of seniors and elderly residents by combining the services for independent living, assisted living, Alzheimer’s and related dementia care, and skilled nursing facilities in a campus setting. Several of the Company’s Facilities are considered continuing care retirement communities.
The Company owns the following 13 single‑purpose limited liability companies and 3 single‑purpose limited partnerships (collectively, the Operator Entities), which operate 16 senior living facilities (the Facilities) as follows:
Operator entity
 
Facility
 
Location
Fountains La Cholla SL, LLC
 
Fountains at La Cholla
 
Tucson, Arizona
Fountains Canterbury SL, LLC
 
Fountains at Canterbury
 
Oklahoma, Oklahoma
Fountains Albemarle SL, LLC
 
Fountains at Albemarle
 
Tarboro, North Carolina
Fountains Crystal Lake SL, LLC
 
Fountains at Crystal Lake
 
Crystal Lake, Illinois
Fountains La Jolla SL, L.P.
 
Fountains at La Jolla
 
San Diego, California
Fountains Bellevue SL, LLC
 
Fountains at Bellevue
 
Bellevue, Washington
Fountains Sea Bluffs SL, L.P.
 
Fountains at Sea Bluffs
 
Dana Point, California
Fountains Franklin SL, LLC
 
Fountains at Franklin
 
Southfield, Michigan
Fountains Millbrook SL, LLC
 
Fountains at Millbrook
 
Millbrook, New York
Fountains Lake Pointe
 
 
 
 
Woods SL, LLC
 
Fountains at Lake Pointe Woods
 
Sarasota, Florida
Fountains Boca Ciega SL, LLC
 
Fountains at Boca Ciega Bay
 
St. Petersburg, Florida
Fountains Carlotta SL, L.P.
 
Fountains at Carlotta
 
Palm Desert, California
Fountains Bronson
 
 
 
 
Place SL, LLC
 
Fountains at Bronson Place
 
Kalamazoo, Michigan
Fountains Washington
 
 
 
 
House SL, LLC
 
Fountains at The Washington House
 
Alexandria, Virginia
Fountains Greenbriar SL, LLC
 
Fountains at Greenbriar
 
Independence, Missouri
Fountains RiverVue SL, LLC
 
Fountains at RiverVue
 
Tuckahoe, New York

Watermark Retirement Communities, Inc. (Watermark) was retained to manage the Facilities. The agreements with Watermark have an initial term of five years and shall thereafter automatically continue for successive one year terms, unless sooner terminated as provided for in the agreements. The agreements provide for management fees to be paid monthly equal to 5% of the gross income accrued for each month. In addition to the individual facility management agreements, the Company entered into a master portfolio management agreement with Watermark. The master portfolio agreement entitles Watermark to receive an incentive management fee as additional compensation equal to 10% of the amount by which current cash flow exceeds base cash flow as defined in the agreement. Total management fees incurred under these agreements for the three months ended March 31, 2015 and 2014 were $1,937,011 and $1,867,586, respectively.



6


FOUNTAINS SENIOR LIVING HOLDINGS, LLC AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2015 and 2014


The Company leases property to Fountains Operating Company of (NY), Inc. (FOC). FOC is the licensed operator for the Fountains at Millbrook and Fountains at RiverVue senior living facilities, which are also managed by Watermark. The lease income for the three months ended March 31, 2015 and 2014 was $924,864 and $897,927 respectively. The Company had a payable to FOC of $331,385 and $326,266 as of March 31, 2015 and December 31, 2014, respectively.
(2)
Summary of Significant Accounting Policies
(a)
Basis of Accounting
The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying condensed consolidated financial statements include the consolidated accounts of Fountains and the Operator Entities after elimination of intercompany accounts and transactions.
The condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited condensed financial statements for the year ended December 31, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading. The accompanying condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at March 31, 2015, and the results of our operations and cash flows for the three months ended March 31, 2015 and 2014. We derived the December 31, 2014 condensed consolidated balance sheet data from audited financial statements, but do not include all disclosures required by GAAP. Interim results are subject to seasonal variations and the results of operations for the three months ended March 31, 2015 and 2014, are not necessarily indicative of the results to be expected for the full year.
(b)
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
(c)
Income Taxes
The Company is treated as a partnership for income tax purposes. Accordingly, no provision has been made for federal and state income taxes, as the liability for such taxes, if any, is that of the member and not the Company. The Company is subject to franchise taxes in the state of California, where certain of the Facilities are located. These taxes are expensed as incurred and are included in taxes and license fees in the accompanying consolidated statement of operations.
(d)
Recently Issued Accounting Pronouncements
In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2014-15, Presentation of Financial Statements - Going Concern, and 2014-09 new accounting guidance related to revenue recognition, Revenue from Contracts with Customers.
ASU 2014-15 requires management to perform an assessment of going concern and under certain circumstances disclose information regarding this assessment in the footnotes to the financial statements. ASU 2014-15 is effective for the Company beginning January 1, 2016.

7


FOUNTAINS SENIOR LIVING HOLDINGS, LLC AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2015 and 2014


The new revenue recognition standard, ASU 2014-09, will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. After the FASB’s adoption of a one year delay of ASU 2014-09 in July 2015, this guidance will be effective for the Company beginning January 1, 2018 and may be early adopted January 1, 2017. The new standard is applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.
The Company is evaluating the impact of adopting these new accounting standards on our financial statements. There have been no other recent accounting pronouncements or changes in accounting pronouncements during the current year that are of significance, or potential significance, to the Company.
(3)
Healthcare Revenue Recognition
In 2014, the Company adopted ASU No. 2011-07, Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Healthcare Entities. Trade receivables are presented net of allowances for contractual discounts and uncompensated care. The allowance for contractual discounts is related to residents covered by Medicare, Medicaid and insurance. The allowance for uncompensated care is related to receivables recorded for self-pay residents.
The allowances for contractual discounts and uncompensated care are as follows:
 
 
March 31, 2015
 
December 31, 2014
 
 
 
 
 
Allowance for contractual discounts
 
$
489,473

 
$
415,413

Allowance for uncompensated care
 
183,427

 
175,476

Total
 
$
672,900

 
$
590,889

The Company recognizes healthcare revenue in the period services are provided based on its standard rates for self-pay payors and at the contracted rates for third party payors. The Company records a provision for bad debts each month based on the age of unpaid balances and payor type.
Healthcare revenue, net of contractual discounts but before provision for bad debts, by major payor class, was as follows for the three months ended March 31:
 
 
2015
 
2014
 
 
 
 
 
Medicare
 
$
5,474,188

 
$
5,770,234

Medicaid
 
946,171

 
905,904

Insurance
 
995,868

 
788,006

Self-pay
 
1,379,946

 
1,533,286

Total
 
$
8,796,173

 
$
8,997,430


8


FOUNTAINS SENIOR LIVING HOLDINGS, LLC AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2015 and 2014


(4)
Concentrations of Credit Risk
The Company grants credit without collateral to its residents for amounts due under resident agreements, many of whom are insured under third‑party agreements. The Medicare program is a large source of healthcare revenue for the Company. Revenue from the Medicare program totaled approximately $5.5 and $5.8 million or 13.9% and 15.0% of total revenue during the three months ended March 31, 2015 and 2014, respectively. The mix of receivables from residents and third‑party payers as of March 31, 2015 and December 31, 2014 was as follows:
 
 
2015
 
2014
 
 
 
 
 
Medicare
 
43.55
%
 
43.58
%
Medicaid
 
7.05
%
 
7.83
%
Insurance
 
30.45
%
 
29.33
%
Private
 
18.95
%
 
19.26
%
Total
 
100.00
%
 
100.00
%
(5)
Member’s Deficit
The operating agreement details the commitments of the member and provides the procedures for the return of capital to the member with defined priorities. All profits and losses, net cash flow from operations and capital proceeds, if any, are to be distributed according to the priorities specified in the operating agreement. As of March 31, 2015 and December 31, 2014, US SLI is the sole member.
(6)
Commitments and Contingencies
The Company is involved in claims and lawsuits incidental to the ordinary course of business. While the outcome of these claims and lawsuits cannot be predicted with certainty, management of the Company does not believe the ultimate resolution of these matters will have a material adverse effect on the Company’s condensed consolidated financial statements.
Watermark has provided the Company limited indemnifications against actions taken on behalf of the Company in Watermark’s capacity as manager. The Watermark indemnity rights may not protect the Company against all of the risks and possible losses faced by the Company from Watermark’s role as manager.
The Company acquired the Facilities subject to a potential contingent liability of $23,032,890 to refund certain entrance fees collected prior to the acquisition date. Since these fees were collected by the prior owner of the Facilities and did not represent a legal obligation to the Company unless the residents vacated their units prior to certain contractually determined dates, no liability was recorded at the time of the acquisition. As of March 31, 2015 and December 31, 2014, the remaining amount of this contingent liability was $2,503,516 and $2,656,629, respectively. As it is not probable the Company will have to pay this amount, no liability has been recorded as of March 31, 2015 and December 31, 2014.
(7)
Subsequent Events
The Company executed a purchase and sale agreement on February 18, 2015 in which the Company, along with all the subsidiaries of the Company, is a party to the agreement whereby each subsidiary will sell its respective property and transfer licenses to the buyer. The closing date of this agreement was June 1, 2015. Proceeds from the sale were sufficient to repay the bank notes payable in full at closing and no loss was recorded by the Company.

9