American Retirement Corporation Signs Joint Venture Agreement to Develop Denver Community.NASHVILLE, Tenn. -- American Retirement Corporation (NYSE NYSE See: New York Stock Exchange : ACR See riser card. ) ("ARC" or the "Company"), a leading national provider of senior living housing and care, today announced that it has entered into an agreement with Denver Lowry Senior Housing, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , an affiliate of an institutional real estate investor A real estate investor is someone who actively or passively invests in real estate. An active investor may buy a property, make repairs and/or improvements to the property, and sell it later for a profit. , to jointly fund the development of a rental 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 Community in Denver. The community, The Heritage Club of Lowry, will have 134 independent living units, 31 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. units, and 60 skilled nursing beds. The joint venture entity will be owned 20% by ARC and 80% by Denver Lowry Senior Housing, LLC. The total development cost of the project is estimated to be approximately $38 million and GMAC GMAC General Motors Acceptance Corporation GMAC Graduate Management Admission Council GMAC Give Me A Call GMAC Genetic Manipulation Advisory Committee GMAC Genetic Modification Advisory Committee (Singapore) GMAC Give Me A Chance Commercial Mortgage Corporation has agreed to provide $25.5 million of debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay for the project. The remainder of the development cost will be funded by proportional capital contributions from the members of the joint venture entity. ARC will act as the developer of the project and manage the community pursuant to a long-term management agreement. "This community will be a strong addition to our current network of seven senior housing communities in the Denver area," said Bill Sheriff, Chairman, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of the Company. "Denver is an extremely attractive market with strong demographics and socio-economic composition. This is a great location with good visibility and several active adult communities nearby." Mr. Sheriff added, "We are developing this project using a joint venture structure with low leverage. The joint venture structure allows us to limit our cash investment and to reduce risk to our financial statements. By combining the economic streams of development fees, management fees and the minority interest of partial ownership, we feel the structure will provide a strong return on capital to our shareholders. We expect to begin construction this month." The Company will file a Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. with the SEC which provides further information concerning the transaction. Company Profile American Retirement Corporation is a national senior living and health care services provider offering a broad range of care and services to seniors, including independent living, assisted living, skilled nursing and Alzheimer's care. Established in 1978, the Company believes that it is a leader in the operation and management of senior living communities, including independent living communities, continuing care retirement communities, free-standing assisted living communities, and the development of specialized care programs for residents with Alzheimer's and other forms of dementia. The Company's operating philosophy is to enhance the lives of seniors by striving to provide the highest quality of care and services in well-operated communities designed to improve and protect the quality of life, independence, personal freedom, privacy, spirit, and dignity of its residents. The Company currently operates 76 senior living communities in 19 states, with an aggregate unit capacity of approximately 14,300 units and resident capacity of approximately 16,000. The Company owns 27 communities (including 9 communities in joint ventures), leases 43 communities, and manages 6 communities pursuant to management agreements. Approximately 83% of the Company's revenues come from private pay sources. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Statements contained in this press release and statements made by or on behalf of ARC relating hereto here·to adv. To this document, matter, or proposition. hereto Adverb Formal or law to this place, matter, or document Adv. 1. 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. These 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, including, without limitation, all statements regarding the Company's expectations concerning the development of the project and the project's effect on the Company's financial performance. These forward-looking statements may be affected by certain risks and uncertainties, including without limitation the following: (i) our ability to successfully complete the development of the project and integrate the community into our operations, (ii) the risk that the joint venture entity will incur operating deficits which we will be required to fund, (iii) the risk that we will be unable to improve our results of operations, increase cash flow and reduce expenses, (iv) the risks associated with adverse market conditions of the senior housing industry and the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. economy in general, (v) the risk associated with our significant debt and lease obligations, and (vi) the risk factors described in our Annual Report on Form 10-K/A for the year ended December 31, 2004 under the caption "Risk Factors" and in our other filings with the SEC. In light of the significant uncertainties inherent in the forward-looking statements included herein, the Company's actual results 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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