SRZ » Topics » Future Adoption of Accounting Standards

This excerpt taken from the SRZ 10-Q filed May 8, 2009.
Future Adoption of Accounting Standards
 
The FASB issued the following new accounting standards on April 9, 2009. We plan to adopt each standard in the second quarter of 2009, and do not expect that our adoption of any of these standards will have a material impact on our financial statements.
 
FSP FAS No. 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP No. 115-2 and FAS No. 124-2”) modifies the other-than-temporary impairment guidance for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to the credit and non-credit components of impaired debt securities that are not expected to be sold. In addition, increased disclosures are required for both debt and equity securities regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. FSP FAS No. 115-2 and FAS No. 124-2 will be effective for interim and annual reporting periods that end after June 15, 2009, which, for us, would be our 2009 second quarter.
 
FSP FAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS No. 107-1 and APB Opinion No. 28-1”) requires fair value disclosures for financial instruments that are not reflected in the Consolidated Balance Sheets at fair value. Prior to the issuance of FSP FAS No. 107-1 and APB Opinion No. 28-1, the fair values of those assets and liabilities were disclosed only once each year. With the issuance of FSP FAS No. 107-1 and APB Opinion No. 28-1, we will now be required to disclose this information on a quarterly basis, providing quantitative and qualitative information about fair value estimates for all financial instruments not measured in the Consolidated Balance Sheets at fair value. FSP FAS No. 107-1 and APB Opinion No. 28-1 will be effective for interim reporting periods that end after June 15, 2009, which, for us, would be our 2009 second quarter.
 
FSP FAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS No. 157-4”) clarifies the methodology used to determine fair value when there is no active market or where the price inputs being used represent distressed sales. FSP FAS No. 157-4 also reaffirms the objective of fair value measurement, as stated in FAS No. 157, “Fair Value Measurements,” which is to reflect how much an asset would be sold for in an orderly transaction. It also reaffirms the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive. FSP FAS No. 157-4 will be applied prospectively and will be effective for interim and annual reporting periods ending after June 15, 2009, which, for us, would be our 2009 second quarter.
 
3.   Fair Value Measurements
 
Under SFAS 157, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, SFAS 157 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels. These levels, in order of highest priority to lowest priority, are described below:
 
Level 1:  Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.
 
Level 2:  Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
 
Level 3:  Unobservable inputs are used when little or no market data is available.
 
At March 31, 2009, we held investments in five Student Loan Auction-Rate Securities (“SLARS”), four with a face amount of $8.0 million and one with a face amount of $6.9 million, for a total of $38.9 million. These SLARS are issued by non-profit corporations and their proceeds are used to purchase portfolios of student loans. The SLARS holders are repaid from cash flows resulting from the student loans in a trust estate. The student loans are


7


Table of Contents

 
Sunrise Senior Living, Inc.
 
Notes to Consolidated Financial Statements — (Continued)
(Unaudited)
 
98% guaranteed by the Federal government against default. The interest rate for these five SLARS are reset every 7 to 35 days. The interest rates at March 31, 2009 ranged from 0.96% to 1.34%. Uncertainties in the credit markets have prevented us and other investors from liquidating our holdings of auction rate securities in recent auctions. We classify our investments in auction rate securities as trading securities and carry them at fair value. The fair value of the securities at March 31, 2009 was determined to be $29.8 million and we recorded unrealized losses of $1.3 million and $4.0 million for the three months ended March 31, 2009 and 2008, respectively.
 
Due to the lack of actively traded market data, the valuation of these securities was based on Level 3 unobservable inputs. These inputs include an analysis of sales discounts realized in the secondary market, as well as assumptions about risk after considering recent events in the market for auction rate securities. The discount range of SLARS in the secondary market ranged from 5% to 45% at March 31, 2009 with an average SLARS discount on closed deals of 17% at March 31, 2009.
 
At March 31, 2009, we have interest rate caps relating to mortgage debt for 16 of our wholly-owned subsidiaries. The fair value of the interest rate caps is approximately zero at March 31, 2009. The valuation was based on Level 2 prevailing market data.
 
4.   Capitalized Project Costs
 
There are two projects under construction in the U.S. that do not yet have debt financing as of March 31, 2009 and are currently suspended. Costs incurred to date are $39.2 million and estimated costs to complete are approximately $42.0 million. During the first quarter of 2009, we decided to not pursue construction of these sites as wholly owned communities. The fair value of one of the projects was less than the carrying value and accordingly we recorded a charge of $10.9 million to write the cost down to fair value. We also wrote-off $1.3 million of other costs related to capitalized project costs.
 
5.   Investments in Unconsolidated Communities
 
During the first quarter of 2009, a U.K. venture in which we have a 20% interest sold three communities to a different U.K. venture in which we have a 10% interest. As a result of the gains on these asset sales recorded in the venture, we recorded earnings in unconsolidated communities of $19.0 million. When the first U.K. venture was formed, we established a bonus pool in respect to the venture for the benefit of employees and others responsible for the success of the ventures. At the time, we agreed with our venture partner that after certain return thresholds were met, we would each reduce our percentage interests in the venture distributions with such excess to be used to fund these bonus pools. During the first quarter of 2009, we recorded bonus expense of $1.1 million with respect to the bonus pool relating to the U.K. venture.
 
During 2007, we contributed $4.4 million for a 20% interest in a venture which purchased an existing building for approximately $22.0 million and is renovating the building into a senior independent living facility. As of March 31, 2009, renovations on the building were approximately 98% complete. Eight of 208 units were rented at March 31, 2009. In March 2009, the venture received a notice of default from its lender for alleged violation of financial covenants and other matters. As of March 31, 2009, the carrying value of our equity investment was approximately $1.1 million and we had outstanding receivables from the venture of approximately $5.4 million. Based on the notice of default from the lender and the poor rental experience in the venture, we consider our equity to be other than temporarily impaired and wrote off the balance in March 2009. In addition, based on discussion with the lender, we believe that the lender does not intend to fund to the venture the amount that would be necessary to repay our receivables and accordingly any repayment of our receivables would need to be from excess proceeds from the ultimate sale of the community after the loan has been repaid. We do not believe that collectability of our receivable is reasonably assured and we wrote-down the carrying value of our receivable to zero in March 2009.


8


Table of Contents

 
Sunrise Senior Living, Inc.
 
Notes to Consolidated Financial Statements — (Continued)
(Unaudited)
 
These excerpts taken from the SRZ 10-K filed Mar 2, 2009.
Future Adoption of Accounting Standards
 
We will adopt SFAS 157 for non-financial assets and non-financial liabilities as of January 1, 2009. Provisions of SFAS 157 are required to be applied prospectively as of the beginning of the first fiscal year in which SFAS 157 is applied. We are evaluating the impact that SFAS 157 will have on our financial statements.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in business combinations to be recorded at “full fair value.” Transaction costs will no longer be included in the


77


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measurement of the business acquired and instead will be expensed as incurred. SFAS 141R applies prospectively to business combinations and earlier adoption is prohibited. We will adopt SFAS 141R effective January 1, 2009.
 
In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS 160 is effective as of January 1, 2009. We are currently evaluating the impact that SFAS 160 will have on our financial statements.
 
In September 2008, the FASB issued FASB Staff Position No. FAS 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” (“FSP FAS 133-1 and FIN 45-4”). FSP FAS 133-1 and FIN 45-4 provides guidance on certain disclosures about credit derivatives and certain guarantees and clarifies the effective date of SFAS 161. We do not expect FSP FAS 133-1 and FIN 45-4, effective January 1, 2009, to have a material impact on our consolidated financial position or results of operations.
 
Future
Adoption of Accounting Standards



 



We will adopt SFAS 157 for non-financial assets and
non-financial liabilities as of January 1, 2009. Provisions
of SFAS 157 are required to be applied prospectively as of
the beginning of the first fiscal year in which SFAS 157 is
applied. We are evaluating the impact that SFAS 157 will
have on our financial statements.


 



In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(“SFAS 141R”). SFAS 141R requires most
identifiable assets, liabilities, non-controlling interests, and
goodwill acquired in business combinations to be recorded at
“full fair value.” Transaction costs will no longer be
included in the





77





Table of Contents






measurement of the business acquired and instead will be
expensed as incurred. SFAS 141R applies prospectively to
business combinations and earlier adoption is prohibited. We
will adopt SFAS 141R effective January 1, 2009.


 



In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial
Statements — an Amendment of ARB No. 51
(“SFAS 160”). SFAS 160 establishes new
accounting and reporting standards for a non-controlling
interest in a subsidiary and for the deconsolidation of a
subsidiary. Specifically, this statement requires the
recognition of a non-controlling interest (minority interest) as
equity in the consolidated financial statements separate from
the parent’s equity. The amount of net income attributable
to the non-controlling interest will be included in consolidated
net income on the face of the income statement. SFAS 160
clarifies that changes in a parent’s ownership interest in
a subsidiary that do not result in deconsolidation, are equity
transactions if the parent retains its controlling financial
interest. In addition, this statement requires that a parent
recognize a gain or loss in net income when a subsidiary is
deconsolidated. Such gain or loss will be measured using the
fair value of the non-controlling equity investment on the
deconsolidation date. SFAS 160 also includes expanded
disclosure requirements regarding the interests of the parent
and its non-controlling interest. SFAS 160 is effective as
of January 1, 2009. We are currently evaluating the impact
that SFAS 160 will have on our financial statements.


 



In September 2008, the FASB issued FASB Staff Position
No. FAS 133-1
and
FIN 45-4,
“Disclosures about Credit Derivatives and Certain
Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective
Date of FASB Statement No. 161”
(“FSP
FAS 133-1
and
FIN 45-4”).
FSP
FAS 133-1
and
FIN 45-4
provides guidance on certain disclosures about credit
derivatives and certain guarantees and clarifies the effective
date of SFAS 161. We do not expect FSP
FAS 133-1
and
FIN 45-4,
effective January 1, 2009, to have a material impact on our
consolidated financial position or results of operations.


 




These excerpts taken from the SRZ 10-K filed Dec 30, 2008.
Future Adoption of Accounting Standards
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). This standard defines fair value, establishes a methodology for measuring fair value and expands the required disclosure for fair value measurements. SFAS 157 is effective for us as of January 1, 2009. Provisions of SFAS 157 are required to be applied prospectively as of the beginning of the first fiscal year in which SFAS 157 is applied. We are evaluating the impact that SFAS 157 will have on our financial statements.
 
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The irrevocable election of the fair value option is made on an instrument by instrument basis, and applied to the entire instrument, and not just a portion of it. The changes in fair value of each item elected to be measured at fair value are recognized in earnings each reporting period. SFAS 159 does not affect any existing pronouncements that require assets and liabilities to be carried at fair value, nor does it eliminate any existing disclosure requirements. This standard is effective for us as of January 1, 2008. We have not chosen to measure any financial instruments at fair value.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in business combinations to be recorded at “full fair value.” The standard is effective for us as of January 1, 2009, and earlier adoption is prohibited. All of our future acquisitions will be impacted by this standard.
 
On December 4, 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51 (“SFAS No. 160”). SFAS No. 160 establishes new accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements separate from the parent’s equity. The amount of net income attributable to the


19


 

 
Sunrise Senior Living, Inc.
 
Notes to Consolidated Financial Statements — (Continued)
 
non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS No. 160 is effective as of January 1, 2009. We are currently evaluating the impact that SFAS No. 160 will have on our financial statements.
 
3.   Restatement Related to Statement of Cash Flows Classifications and Accounting for Lease Payments and Non-Refundable Entrance Fees for Two Continuing Care Retirement Communities
 
Future
Adoption of Accounting Standards



 



In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (“SFAS 157”). This
standard defines fair value, establishes a methodology for
measuring fair value and expands the required disclosure for
fair value measurements. SFAS 157 is effective for us as of
January 1, 2009. Provisions of SFAS 157 are required
to be applied prospectively as of the beginning of the first
fiscal year in which SFAS 157 is applied. We are evaluating
the impact that SFAS 157 will have on our financial
statements.


 



In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Liabilities
(“SFAS 159”). SFAS 159 permits entities
to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be
measured at fair value. The irrevocable election of the fair
value option is made on an instrument by instrument basis, and
applied to the entire instrument, and not just a portion of it.
The changes in fair value of each item elected to be measured at
fair value are recognized in earnings each reporting period.
SFAS 159 does not affect any existing pronouncements that
require assets and liabilities to be carried at fair value, nor
does it eliminate any existing disclosure requirements. This
standard is effective for us as of January 1, 2008. We have
not chosen to measure any financial instruments at fair value.


 



In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(“SFAS 141R”). SFAS 141R requires most
identifiable assets, liabilities, noncontrolling interests, and
goodwill acquired in business combinations to be recorded at
“full fair value.” The standard is effective for us as
of January 1, 2009, and earlier adoption is prohibited. All
of our future acquisitions will be impacted by this standard.


 



On December 4, 2007, the FASB issued
SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements — an Amendment of
ARB No. 51
(“SFAS No. 160”).
SFAS No. 160 establishes new accounting and reporting
standards for a non-controlling interest in a subsidiary and for
the deconsolidation of a subsidiary. Specifically, this
statement requires the recognition of a non-controlling interest
(minority interest) as equity in the consolidated financial
statements separate from the parent’s equity. The amount of
net income attributable to the





19





 





 




Sunrise
Senior Living, Inc.




 




Notes to
Consolidated Financial
Statements — (Continued)


 



non-controlling interest will be included in consolidated net
income on the face of the income statement.
SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in
deconsolidation, are equity transactions if the parent retains
its controlling financial interest. In addition, this statement
requires that a parent recognize a gain or loss in net income
when a subsidiary is deconsolidated. Such gain or loss will be
measured using the fair value of the non-controlling equity
investment on the deconsolidation date. SFAS No. 160
also includes expanded disclosure requirements regarding the
interests of the parent and its non-controlling interest.
SFAS No. 160 is effective as of January 1, 2009.
We are currently evaluating the impact that
SFAS No. 160 will have on our financial statements.


 















3.  

Restatement
Related to Statement of Cash Flows Classifications and
Accounting for Lease Payments and Non-Refundable Entrance Fees
for Two Continuing Care Retirement Communities



 




These excerpts taken from the SRZ 10-K filed Oct 16, 2008.
Future Adoption of Accounting Standards
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). This standard defines fair value, establishes a methodology for measuring fair value and expands the required disclosure for fair value measurements. SFAS 157 is effective for us as of January 1, 2009. Provisions of SFAS 157 are required to be applied prospectively as of the beginning of the first fiscal year in which SFAS 157 is applied. We are evaluating the impact that SFAS 157 will have on our financial statements.
 
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The irrevocable election of the fair value option is made on an instrument by instrument basis, and applied to the entire instrument, and not just a portion of it. The changes in fair value of each item elected to be measured at fair value are recognized in earnings each reporting period. SFAS 159 does not affect any existing pronouncements that require assets and liabilities to be carried at fair value, nor does it eliminate any existing disclosure requirements. This standard is effective for us as of January 1, 2008. We have not chosen to measure any financial instruments at fair value.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in business combinations to be recorded at “full fair value.” The standard is effective for us as of January 1, 2009, and earlier adoption is prohibited. All of our future acquisitions will be impacted by this standard.
 
On December 4, 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51 (“SFAS No. 160”). SFAS No. 160 establishes new accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements separate from the parent’s equity. The amount of net income attributable to the


49


 

 
Sunrise Senior Living, Inc.
 
Notes to Consolidated Financial Statements — (Continued)
 
non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS No. 160 is effective as of January 1, 2009. We are currently evaluating the impact that SFAS No. 160 will have on our financial statements.
 
3.   Restatement Related to Statement of Cash Flows Classifications and Accounting for Lease Payments and Non-Refundable Entrance Fees for Two Continuing Care Retirement Communities
 
Future
Adoption of Accounting Standards



 



In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements (“SFAS 157”). This
standard defines fair value, establishes a methodology for
measuring fair value and expands the required disclosure for
fair value measurements. SFAS 157 is effective for us as of
January 1, 2009. Provisions of SFAS 157 are required
to be applied prospectively as of the beginning of the first
fiscal year in which SFAS 157 is applied. We are evaluating
the impact that SFAS 157 will have on our financial
statements.


 



In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Liabilities
(“SFAS 159”). SFAS 159 permits entities
to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be
measured at fair value. The irrevocable election of the fair
value option is made on an instrument by instrument basis, and
applied to the entire instrument, and not just a portion of it.
The changes in fair value of each item elected to be measured at
fair value are recognized in earnings each reporting period.
SFAS 159 does not affect any existing pronouncements that
require assets and liabilities to be carried at fair value, nor
does it eliminate any existing disclosure requirements. This
standard is effective for us as of January 1, 2008. We have
not chosen to measure any financial instruments at fair value.


 



In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(“SFAS 141R”). SFAS 141R requires most
identifiable assets, liabilities, noncontrolling interests, and
goodwill acquired in business combinations to be recorded at
“full fair value.” The standard is effective for us as
of January 1, 2009, and earlier adoption is prohibited. All
of our future acquisitions will be impacted by this standard.


 



On December 4, 2007, the FASB issued
SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements — an Amendment of
ARB No. 51
(“SFAS No. 160”).
SFAS No. 160 establishes new accounting and reporting
standards for a non-controlling interest in a subsidiary and for
the deconsolidation of a subsidiary. Specifically, this
statement requires the recognition of a non-controlling interest
(minority interest) as equity in the consolidated financial
statements separate from the parent’s equity. The amount of
net income attributable to the





49





 





 




Sunrise
Senior Living, Inc.




 




Notes to
Consolidated Financial
Statements — (Continued)


 



non-controlling interest will be included in consolidated net
income on the face of the income statement.
SFAS No. 160 clarifies that changes in a parent’s
ownership interest in a subsidiary that do not result in
deconsolidation, are equity transactions if the parent retains
its controlling financial interest. In addition, this statement
requires that a parent recognize a gain or loss in net income
when a subsidiary is deconsolidated. Such gain or loss will be
measured using the fair value of the non-controlling equity
investment on the deconsolidation date. SFAS No. 160
also includes expanded disclosure requirements regarding the
interests of the parent and its non-controlling interest.
SFAS No. 160 is effective as of January 1, 2009.
We are currently evaluating the impact that
SFAS No. 160 will have on our financial statements.


 















3.  

Restatement
Related to Statement of Cash Flows Classifications and
Accounting for Lease Payments and Non-Refundable Entrance Fees
for Two Continuing Care Retirement Communities



 




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