Exhibit 99.1 American Retirement Corporation Reports Fourth Quarter and Full Year 2005 Results NASHVILLE, Tenn.--(BUSINESS WIRE)--Feb. 24, 2006--American Retirement Corporation: -- Reported diluted earnings per share of $2.17 for the full year, including a second-quarter tax benefit and debt extinguishment cost of $1.69 per share, and $.12 for the fourth quarter. -- Reported diluted earnings for the quarter were affected by Hurricane Wilma costs (approximately $.01 per share), non-cash equity compensation expenses (approximately $.02 per share) and increases in utility costs. -- Free cash flow was $22 million for the full year, an increase of 127% over 2004. For the fourth quarter, free cash flow was $8 million, an increase of 214% versus the prior year. American Retirement Corporation (NYSE: ACR) today reported fourth quarter 2005 diluted earnings of $.12 per share, compared with $.08 per share for the prior year's fourth quarter. Bill Sheriff, Chairman, President and CEO of the company, commented, "We finished the year solidly, with excellent cash flow from our operations. We completed an acquisition during the quarter that has a strong strategic fit, is already showing good improvement and will be immediately accretive. We began initiatives in pharmacy and home health to expand our ancillary service offerings. We now have seven community expansions or new developments under construction and have made significant pre-construction progress on a number of other projects." "Our operations showed strong year over year increases in revenue and operating contribution with occupancies increasing slightly," he added. "We did experience some negatives in the quarter with Hurricane Wilma expenses, pharmacy start-up costs and increased utilities, each costing about $.01 per share. In addition, with the increase of our stock price, our non-cash equity-based compensation expense for the fourth quarter reached $1.3 million. Our cash flow for the quarter was very strong - reaching a record $8 million of free cash flow. Good operations, strong entry fee sales, reduced leverage and the decreased cost of our capital were the key drivers. For all of 2005, we produced $22 million of free cash flow or $41 million before principal payments on debt. We will continue to balance the use of that cash between strengthening our balance sheet and investing in development and acquisitions." (All references to growth rate percentage compare the results of the current period to the prior year comparable period.) Financial Highlights -- $130 million of total revenue for the fourth quarter of 2005, an 11% increase, and $495 million of total revenue for the full year of 2005, also an 11% increase. -- Net income of $4 million ($.12 per diluted share) for the fourth quarter of 2005 versus $2 million ($.08 per diluted share) for the fourth quarter of 2004. -- Community operating contribution from the company's three business segments for the fourth quarter of $44 million, an increase of 14%. -- Fourth quarter 2005 income from operations of $9 million, a 60% increase over the same prior year period. Operational Highlights -- Occupancy was 94%, with the company's large retirement communities ending the quarter at 96% and the free-standing assisted living communities ending at 91%. -- Same community results showed a 9% increase in revenue and a 13% increase in operating contribution for the year. -- Free-standing assisted living communities produced a 9% increase in average monthly revenue per occupied unit, and a 27% increase in monthly operating contribution per occupied unit. Operating Review The company operates in three business segments: -- The Retirement Centers ("Retirement Centers") include CCRCs (continuing care retirement centers), Entrance-Fee Communities ("EF Communities") and congregate living residences. -- Free-standing assisted living communities ("Free-standing AL's") are smaller than Retirement Centers and provide assisted living and specialized care such as Alzheimer's and memory enhancement programs. -- The Management Services segment includes fees from management agreements for communities owned by others, development fees and reimbursed expenses. For the full year of 2005, the results for the company's three operating segments were as follows: Year ended ($ in 000's) Dec. 31, $ % - ------------------------------------- ------------------- 2005 2004 Change Change - ---------------------------------------------------------------------- Resident & Healthcare revenue $488,383 $443,443 44,940 10.1% - ---------------------------------------------------------------------- Community operating expense $326,504 $300,797 25,707 8.5% - ---------------------------------------------------------------------- Community operating contribution(1) $161,879 $142,646 19,233 13.5% - ---------------------------------------------------------------------- Community contribution margin 33.1% 32.2% - ---------------------------------------------------------------------- Management Services op. contribution $3,528 $1,882 1,646 87.5% - ---------------------------------------------------------------------- (1) The company evaluates the performance of its business segments primarily based upon their operating contributions, which the company defines as revenue from the segment less operating expenses, excluding depreciation, associated with that segment. For the fourth quarter of 2005, the results for the company's three operating segments were as follows: Three months ended ($ in 000's) Dec. 31, $ % - ------------------------------------- ------------------- 2005 2004 Change Change - ---------------------------------------------------------------------- Resident & Healthcare revenue $126,614 $115,293 11,321 9.8% - ---------------------------------------------------------------------- Community operating expense $84,315 $77,055 7,260 9.4% - ---------------------------------------------------------------------- Community operating contribution $42,299 $38,238 4,061 10.6% - ---------------------------------------------------------------------- Community contribution margin 33.4% 33.2% - ---------------------------------------------------------------------- Management Services op. contribution $1,848 $443 1,405 317.2% - ---------------------------------------------------------------------- Retirement Centers Segment The company's 29 Retirement Centers exhibited strong increases in revenue and operating contribution for the fourth quarter of 2005 as follows: Three months Retirement Centers ($ in 000's): ended: - -------------------------------------- Dec. 31, $ % - --------------------------------------------------------- 2005 2004 Change Change - ---------------------------------------------------------------------- Resident & Healthcare revenue $ 97,594 $89,787 $7,807 8.7% - ---------------------------------------------------------------------- Community operating contribution $32,784 $30,702 $2,082 6.8% - ---------------------------------------------------------------------- Community contribution margin 33.6% 34.2% - ---------------------------------------------------------------------- % Ending Occupancy 96% 96% - ---------------------------------------------------------------------- The Retirement Center segment continued to produce strong revenue gains. -- Ending occupancy was 96%, level with the fourth quarter of 2004, though the number of occupied units increased 2% due to the acquisition of Galleria Woods in the first quarter. -- The Retirement Centers ended the quarter with 98% occupancy in the independent living, 95% in the assisted living and 91% in the skilled nursing components of the segment. -- Average monthly revenue per occupied unit increased 6% during the quarter versus the prior year to $3,771 - due to increases in monthly service fees and per diem rates in skilled nursing, turnover of residents (the "Mark to Market" effect of reselling or reletting units at higher current rates) and increased ancillary services, primarily driven by the company's Innovative Senior Care therapy, education and wellness programs. The operating contribution for Retirement Centers was $33 million for the fourth quarter of 2005, and $127 million for the full year of 2005. This represented a $2 million or 7% increase over the prior year's fourth quarter and a $10 million or 9% increase over the prior year. The Retirement Centers continue to produce increased monthly operating contribution per occupied unit, attaining $1,267 per unit in the fourth quarter of 2005, a 4% improvement from the prior year's fourth quarter. Free-standing AL's Segment The company's 32 Free-standing AL's exhibited strong increases in revenue and operating contribution for the fourth quarter of 2005 as follows: Three months Free-standing AL's ($ in 000's) (1): ended: - -------------------------------------- Dec. 31, $ % - --------------------------------------------------------- 2005 2004 Change Change - ---------------------------------------------------------------------- Resident & Healthcare revenue $29,020 $25,506 3,514 13.8% - ---------------------------------------------------------------------- Community operating contribution $9,515 $7,536 1,979 26.3% - ---------------------------------------------------------------------- Community contribution margin 32.8% 29.5% - ---------------------------------------------------------------------- % Ending Occupancy 91% 89% - ---------------------------------------------------------------------- (1) Includes results of 32 Free-standing AL's and excludes nine non-consolidated Free-standing AL's held in joint ventures. The revenue increase in the Free-standing AL segment of 14% to $29 million was driven by the following factors: -- Average occupancy for the Free-standing AL portfolio was 91% for the fourth quarter, up from 89% a year ago and up from 90% in the third quarter of 2005. -- The average monthly revenue per occupied unit increased 9% to $3,678, up from $3,372 per month in the fourth quarter of 2004. The revenue per occupied unit increase was due to rate increases, reduced promotional allowances, increased care services and turnover of residents (the "Mark to Market" effect of reletting units at higher current rates). -- The increased use of ancillary services, particularly Innovative Senior Care therapy, education and wellness services, also contributed significantly to the revenue increase for this segment. The operating contribution for Free-standing AL's was over $9.5 million for the fourth quarter of 2005 and almost $35 million for the full year. This represented a $2 million or 26% increase over the prior year's fourth quarter and a $9 million or 34% increase over the prior year. The Free-standing AL's continue to increase the monthly operating contribution per occupied unit, hitting $1,206 per unit in the fourth quarter of 2005, a 21% improvement from the prior year's fourth quarter. For 2005, 63% of the incremental revenue from the Free-standing AL segment fell to operating contribution. Management Services Segment The company's Management Services business segment includes management contracts on six Retirement Centers and nine Free-standing AL's, with an aggregate capacity of 2,363 units. The Management Services segment had an operating contribution of $1.8 million in the fourth quarter of 2005, an increase of $1.4 million. This resulted from fees for development management services to third parties, from the addition of the former Epoch communities for part of the quarter and improved performance at the managed communities. Financial Review Revenues for the quarter increased 11% to $130 million versus the prior year quarter and increased 11% to $495 million for the full year, reflecting the increased average occupied units, the incremental rate increase from the mark to market effect for new residents, rate increases to existing residents and increased ancillary services. Ancillary services revenue was over $22 million for the quarter, up from $18 million a year ago. Ancillary services revenue currently comprises 17% of total revenue. Community operating expenses increased 9% for the quarter versus the prior year period, while revenue increased 11%, evidencing good cost control in spite of an increase in utility costs. General and administrative expenses increased $2 million from the fourth quarter of 2004 as a result of $1.2 million of non-cash compensation expense, a portion of Hurricane Wilma expenses and the growth of the Company's business. Net income for the fourth quarter of 2005 was $4 million or $.12 per diluted share, compared with $2 million for the prior year's fourth quarter. Year-to-date net income was $70 million, which included the second quarter benefit of $56 million of past tax benefits, and a $794,000 cost related to the second quarter early payment of a debt. Free cash flow was $8 million for the fourth quarter, versus $2 million for the fourth quarter of 2004. For the twelve months ended December 31, 2005, free cash flow was $22 million versus $10 million for the same prior year period. 2006 Earnings Outlook The company expects to report net earnings per diluted share for 2006 in a range of $.65 to $.67 per diluted share, which includes an estimated $.12 of share-based, non-cash compensation expense. This guidance does not include the impact of potential future acquisitions. Conference Call Information American Retirement Corporation will hold a conference call with Bill Sheriff, Chairman, President and Chief Executive Officer, and Bryan Richardson, Chief Financial Officer, to discuss the company's 2005 fourth quarter and full year financial results and the other matters described above. The call will be held Friday, February 24, 2006 at 9:30 a.m. ET (8:30 a.m. Central) and parties may participate by either calling (877) 252-6354 or through the company's website at www.arclp.com. Click on the broadcast icon to listen to the earnings call - Windows Media Player(TM) is required to listen to this webcast. In addition, the call will be archived on the company's website until the next regularly scheduled earnings conference call. If any material information is disclosed on the conference call that has not been previously disclosed publicly, that information will also be available at the Investors Welcome portion of the company's website. Additional Filings The company will file on or about February 24, 2006 a Form 8-K with the SEC which includes supplemental information relating to the company's fourth quarter and full year 2005 results. This filing will also be available through the Investors Welcome section of the company's website - www.arclp.com. 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 AL's, 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 nine communities in joint ventures), leases 43 communities, and manages six communities pursuant to management agreements. Approximately 83% of the company's revenues come from private pay sources. Risks of Forward Looking Statements Statements contained in this press release and statements made by or on behalf of American Retirement Corporation relating hereto may be deemed to constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act 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, including, without limitation, all statements regarding the company's future earnings and results of operations and future share-based compensation expenses, all statements regarding the financial effects of recently completed acquisitions, and all statements regarding potential acquisitions and planned expansions and development. These forward-looking statements may be affected by certain risks and uncertainties, including without limitation the following: (i) the risk associated with the company's debt and lease obligations, (ii) the company's ability to sell its entrance fee units and to increase occupancy at the company's communities, (iii) the risk that the company will be unable to improve the company's 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 economy in general, (v) the risk that the company is unable to obtain liability insurance in the future or that the costs thereof (including deductibles) will be prohibitive, (vi) the company's ability to obtain new financing or extend and/or modify existing debt, (vii) the risk that the company will not be able to successfully integrate acquired communities into the company's operations, (viii) the risk of changes in government reimbursement programs including caps on therapy reimbursements, (ix) the risk that the company will be unable to locate acquisition opportunities at prices that the company deems acceptable or to successfully complete planned expansions and developments of new units, and (x) the risk factors described in the company's Annual Report on Form 10-K/A for the year ended December 31, 2004 under the caption "Risk Factors" and in the company's 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. AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) Three months Increase (Decrease) ended December 31, ------------------- ---------------- 2005 2004 $ % --------- --------- -------- ------- Revenues: Resident and health care $126,614 $115,293 $11,321 9.8% Management services 1,848 443 1,405 317.2% Reimbursed expenses 1,099 532 567 106.6% --------- --------- -------- ------- Total revenues 129,561 116,268 13,293 11.4% Operating expenses: Cost of community service revenue, exclusive of depreciation 84,315 77,055 7,260 9.4% Lease expense 14,967 15,283 (316) -2.1% Depreciation and amortization, inclusive of general and administrative depreciation and amortization of $578 and $617 9,329 9,200 129 1.4% Amortization of leasehold acquisition costs 591 736 (145) -19.7% Loss on sale of assets 232 22 210 954.5% Reimbursed expenses 1,099 532 567 106.6% General and administrative 9,611 7,569 2,042 27.0% --------- --------- -------- ------- Total operating expenses 120,144 110,397 9,747 8.8% --------- --------- -------- ------- Income from operations 9,417 5,871 3,546 60.4% Other income (expense): Interest expense (4,114) (4,444) 330 7.4% Interest income 1,203 794 409 51.5% Other (292) 443 (735) -165.9% --------- --------- -------- ------- Other expense, net (3,203) (3,207) 4 0.1% --------- --------- -------- ------- Income before income taxes and minority interest 6,214 2,664 3,550 133.3% Income tax expense 2,336 (300) 2,636 878.7% --------- --------- -------- ------- Income from continuing operations before minority interest 3,878 2,964 914 30.8% Minority interest in (earnings) losses of consolidated subsidiaries, net of tax 105 (851) (956) -112.3% --------- --------- -------- ------- Net income $3,983 $2,113 $1,870 -88.5% ========= ========= ======== ======= Basic income (loss) per share $0.13 $0.08 ========= ========= Diluted income (loss) per share $0.12 $0.08 ========= ========= Weighted average shares used for basic earnings (loss) per share data 31,073 24,997 Effect of dilutive common stock options 1,880 1,609 --------- --------- Weighted average shares used for diluted earnings (loss) per share data 32,953 26,606 ========= ========= - ------------------------------------------------------ December December 31, 31, 2005 2004 --------- --------- Selected Balance Sheet Data: Cash and cash equivalents $40,771 $28,454 Restricted cash 28,435 50,134 Working capital deficit (90,509) (98,995) Land, buildings and equipment, net 551,298 496,297 Total assets 879,474 749,250 Long-term debt, including current portion 146,583 135,956 Capital lease and lease financing obligations, including current portion 177,417 199,126 Refundable portion of entrance fees 85,164 79,148 Current portion of deferred entrance fee income 38,407 33,800 Long-term deferred entrance fee income 122,417 111,386 Deferred gain on sale lease- back transactions 89,012 98,876 Shareholders' equity 132,755 5,701 AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) Year ended December 31, Increase (Decrease) ------------------- ---------------- 2005 2004 $ % --------- --------- -------- ------- Revenues: Resident and health care $488,383 $443,443 $44,940 10.1% Management services 3,528 1,882 1,646 87.5% Reimbursed expenses 3,089 2,284 805 35.2% --------- --------- -------- ------- Total revenues 495,000 447,609 47,391 10.6% Operating expenses: Cost of community service revenue, exclusive of depreciation 326,504 300,797 25,707 8.5% Lease expense 60,936 60,076 860 1.4% Depreciation and amortization, inclusive of general and administrative depreciation and amortization of $1,925 and $1,990 36,392 31,148 5,244 16.8% Amortization of leasehold acquisition costs 2,567 2,917 (350) -12.0% Loss (gain) on sale of assets 709 (41) 750 1829.3% Reimbursed expenses 3,089 2,284 805 35.2% General and administrative 30,327 28,671 1,656 5.8% --------- --------- -------- ------- Total operating expenses 460,524 425,852 34,672 8.1% --------- --------- -------- ------- Income from operations 34,476 21,757 12,719 58.5% Other income (expense): Interest expense (15,815) (31,477) 15,662 49.8% Interest income 4,364 2,783 1,581 56.8% Other 192 447 (255) -57.0% --------- --------- -------- ------- Other expense, net (11,259) (28,247) 16,988 60.1% --------- --------- -------- ------- Income (loss) before income taxes and minority interest 23,217 (6,490) 29,707 457.7% Income tax (benefit) expense (47,530) 2,421 49,951 2063.2% --------- --------- -------- ------- Income (loss) from continuing operations before minority interest 70,747 (8,911) 79,658 893.9% Minority interest in earnings of consolidated subsidiaries, net of tax (1,049) (2,406) 1,357 56.4% --------- --------- -------- ------- Net income (loss) $69,698 $(11,317) $81,015 715.9% ========= ========= ======== ======= Basic income (loss) per share $2.29 $(0.48) ========= ========= Diluted income (loss) per share $2.17 $(0.48) ========= ========= Weighted average shares used for basic earnings (loss) per share data 30,378 23,798 Effect of dilutive common stock options 1,746 - --------- --------- Weighted average shares used for dilutive earnings (loss) per share data 32,124 23,798 ========= ========= AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES GAAP RECONCILIATION FREE CASH FLOW ($'s in thousands) Free cash flow is presented to provide additional information concerning cash flow available to meet future debt service obligations and working capital requirements. Free cash flow should not be considered as a measure of financial performance or liquidity under U.S. generally accepted accounting principles. Free cash flow should not be considered in isolation or as alternative to financial statement data presented in the Company's consolidated financial statements as an indicator of financial performance or liquidity. Free cash flow, as presented, may not be comparable to similarly titled measures of other companies. The following table reconciles Free cash flow, as described above, to net income (loss) as reflected in the Company's consolidated statements of earnings. Three Six Nine Twelve months months months months ended ended ended ended March 31, June 30, Sept. 30, Dec. 31, 2005 2005 2005 2005 Net income $2,625 $61,625 $65,715 $69,698 Adjustments to reconcile net income to cash and cash equivalents provided by operating activities: Tax benefit from release of tax valuation allowance - (55,697) (55,697) (55,697) Depreciation and amortization 10,066 19,685 29,572 39,633 Loss on extinguishment of debt - 794 794 794 Amortization of deferred entrance fee revenue (4,064) (8,894) (13,418) (18,264) Proceeds from entrance fee sales, net of refunds 7,805 18,211 26,463 37,404 Deferred income tax benefit (765) - - - Amortization of deferred gain on sale-leaseback transactions (2,956) (5,911) (8,867) (11,815) Amortization of deferred compensation 218 412 695 1,947 Minority interest in earnings of consolidated subsidiaries 71 671 1,154 1,049 Tax benefit from exercise of stock options 395 558 847 2,266 (Gains) losses from unconsolidated joint ventures (66) (160) (260) (6) Loss (gain) on sale of assets 12 356 477 709 ---------------------------------------- Net cash and cash equivalents provided by operating activities (before changes in assets and liabilities, exclusive of acquisitions and sale leaseback transactions) 13,341 31,650 47,475 67,718 Proceeds from refundable entrance fee sales, net of refunds (1,521) (2,737) (4,611) (6,210) Adjustments for lease escalators and other accruals 1,004 2,220 3,502 4,565 Additions to land, building and equipment (19,629) (27,533) (44,303) (56,447) Plus: Development expenditures (funded separately) 693 2,266 5,929 12,587 Distributions to minority interest holders (984) (2,378) (3,222) (4,066) Principal reductions in master trust liability (285) (553) (817) (1,071) Other adjustments for transactions / refinancings 15,015 15,764 24,319 24,319 ---------------------------------------- Free cash flow 7,634 18,699 28,272 41,395 Principal payments on long- term debt (4,897) (9,869) (14,527) (19,441) ---------------------------------------- Free cash flow after principal payments $2,737 $8,830 $13,745 $21,954 ======================================== Quarter Ended ---------------------------------------- March 31, June 30, Sept. 30, Dec. 31, 2005 2005 2005 2005 Net income $2,625 $59,000 $4,090 $3,983 Adjustments to reconcile net income to cash and cash equivalents provided by operating activities: Tax benefit from release of tax valuation allowance - (55,697) - - Depreciation and amortization 10,066 9,619 9,887 10,061 Loss on extinguishment of debt - 794 - - Amortization of deferred entrance fee revenue (4,064) (4,830) (4,524) (4,846) Proceeds from entrance fee sales, net of refunds 7,805 10,406 8,252 10,941 Deferred income tax benefit (765) 765 - - Amortization of deferred gain on sale-leaseback transactions (2,956) (2,955) (2,956) (2,948) Amortization of deferred compensation 218 194 283 1,252 Minority interest in earnings of consolidated subsidiaries 71 600 483 (105) Tax benefit from exercise of stock options 395 163 289 1,419 (Gains) losses from unconsolidated joint ventures (66) (94) (100) 254 Loss (gain) on sale of assets 12 344 121 232 ---------------------------------------- Net cash and cash equivalents provided by operating activities (before changes in assets and liabilities, exclusive of acquisitions and sale leaseback transactions) 13,341 18,309 15,825 20,243 Proceeds from refundable entrance fee sales, net of refunds (1,521) (1,216) (1,874) (1,599) Adjustments for lease escalators and other accruals 1,004 1,216 1,282 1,063 Additions to land, building and equipment (19,629) (7,904) (16,770) (12,144) Plus: Development expenditures (funded separately) 693 1,573 3,663 6,658 Distributions to minority interest holders (984) (1,394) (844) (844) Principal reductions in master trust liability (285) (268) (264) (254) Other adjustments for transactions / refinancings 15,015 749 8,555 - ---------------------------------------- Free cash flow 7,634 11,065 9,573 13,123 Principal payments on long- term debt (4,897) (4,972) (4,658) (4,914) ---------------------------------------- Free cash flow after principal payments $2,737 $6,093 $4,915 $8,209 ======================================== CONTACT: American Retirement Corporation, Nashville Ross C. Roadman, 615-376-2412