American Retirement Corporation Announces Asset Sale and a Community Refinancing.Business Editors NASHVILLE, Tenn.--(BUSINESS WIRE)--Jan. 14, 2003 American Retirement Corporation (NYSE NYSE See: New York Stock Exchange :ACR See riser card. ), a leading national provider of senior living housing and care, today announced that it completed the sale of certain assets previously classified as held for sale and completed a refinancing of one its communities. As part of the Company's on-going efforts to simplify its balance sheet and reduce debt, the Company completed the sale of certain non-senior living assets acquired in 2001 as part of a tax-deferred like-kind exchange, specifically ownership interests in 19 parcels of land and associated land improvements, for approximately $29.2 million. The assets were previously subject to lease agreements with unrelated third parties that provided rental payments sufficient to cover debt payments. The Company used a portion of the proceeds to repay approximately $27.0 million of mortgage debt and to defray closing costs Closing Costs The numerous expenses (over and above the price of the property) that buyers and sellers normally incur to complete a real estate transaction. Costs incurred include loan origination fee, discount points, appraisal fee, title search, title insurance, survey, taxes, associated with the transaction. The transaction resulted in net cash to the Company of approximately $1.7 million and a gain of $250,000. These assets were classified as being held for sale during the third quarter of 2002 and the debt was classified as a current liability. The Company also closed on a new mortgage debt facility for one of its large Florida continuing care continuing care a professional convention that a veterinarian who is treating an animal is obliged to continue treating that case unless an arrangement is made with its custodian to transfer the care to another practitioner or to a specialist. retirement communities. The new $10.0 million mortgage debt has a five-year term and replaces $9.2 million of mortgage debt that was to mature in January 2004. A portion of the proceeds were used to defray closing costs and make deposits associated with the transaction. Additionally, as described in the Company's 2002 third quarter Form 10-Q Form 10-Q See 10-Q. , due to the write-offs associated with its refinancing transactions and losses from pre-stable free-standing assisted living as·sist·ed living n. A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication. communities, the Company is currently below the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. ("NYSE") criteria for continued listing relating to market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. and shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. . As permitted by the NYSE, the Company will be submitting a plan demonstrating how the Company will comply with the continued listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. . The NYSE will review the plan and determine whether the Company's stock will continue to be eligible for trading on the NYSE. Should the Company's shares cease to be traded on the NYSE, the Company believes an alternative trading market will be available for its common stock. AMERICAN RETIREMENT CORPORATION The Company offers a broad range of care and services to seniors, including independent living, assisted living, skilled nursing and Alzheimer's care. The Company currently operates 65 senior living communities in 14 states with an aggregate capacity for approximately 14,400 residents. The Company's strategy is to develop senior living networks in major metropolitan regions. These networks are comprised of large continuing care retirement communities and free-standing assisted living residences located in the same markets. SAFE HARBOR STATEMENT Statements contained in this press release and statements made by or on behalf of American Retirement Corporation relating thereto may be deemed to constitute forward-looking information made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company or its management. These forward-looking statements are generally identified by words such as "expect," "anticipate," "believe," "intend" and other similar words and expressions, and specifically includes the Company's belief regarding possible alternative trading markets for its common stock. In light of the significant uncertainties inherent in the forward-looking statements included herein, actual circumstances could differ materially from such forward-looking statements. The Company does not undertake any obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. |
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