-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTfnEMSwRtHi+QOS67TOhxT0d1B8YqtkAsrBEWgVpLGAZ1nSMKadILt4pN6cusg3 MmXNTzq6v0tC2WU4TzIAQw== 0000892569-96-002169.txt : 19961101 0000892569-96-002169.hdr.sgml : 19961101 ACCESSION NUMBER: 0000892569-96-002169 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960829 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961031 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARV ASSISTED LIVING INC CENTRAL INDEX KEY: 0000949322 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 330160968 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26980 FILM NUMBER: 96651368 BUSINESS ADDRESS: STREET 1: 245 FISCHER AVE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7147517400 MAIL ADDRESS: STREET 1: 245 FISCHER AVENUE STREET 2: SUITE D-1 CITY: COSTA MESA STATE: CA ZIP: 92626 8-K/A 1 ARV ASSISTED LIVING, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 1996 Commission file number 0-26980 ARV ASSISTED LIVING, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 33-0160968 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 245 FISCHER AVENUE, D-1 COSTA MESA, CA 92626 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400 2 Item 7. Financial Statements and Exhibits The following 8-K/A is being submitted to amend the 8-K/A filed by ARV Assisted Living, Inc. on October 30, 1996 in order to supply the corrected financial statements and schedules required pursuant to Rule 3-05 of Regulation S-X with respect to the Registrant's acquisitions of Northgate Park ("Northgate"), an Ohio limited partnership and 50.8% of the limited partnership units of American Retirement Villas Properties II ("ARVP II"). This information should be read in conjunction with the Registrant's Forms 8-K filed with the Commission on September 11, 1996 and September 5, 1996, respectively. Financial Statements of Real Estate Operations Acquired Exhibit 99.1 "Unaudited Pro Forma Combined Balance Sheet of ARV Assisted Living, Inc. as of June 30, 1996, the Unaudited Pro Forma Combined Statement of Operations for the Three Months Ended June 30, 1996 and the Unaudited Pro Forma Combined Statement of Operations for the year ended March 31, 1996 and the related notes thereon." 3 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARV Assisted Living, Inc. By: /s/ Patrick M. Donovan ----------------------------- Patrick M. Donovan Vice President, Finance (Duly authorized officer) Date: October 31, 1996 EX-99.1 2 UNAUDITED PRO FORMA COMBINED BALANCE SHEET 1 EXHIBIT 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Financial Statements give effect to the acquisitions of Northgate Park ("Northgate") and 50.8% of the limited partnership units of American Retirement Villas Properties II ("ARVP II"). The Unaudited Pro Forma Combined Financial Statements are based on the assumptions and adjustments described in the accompanying notes and should be read in conjunction therewith and in conjunction with the historical financial statements of ARV Assisted Living, Inc. and subsidiaries ("ARVAL" or the "Company") and the notes thereto included in the Company's report on Form 10-Q as of and for the three month period ended June 30, 1996 and the Company's consolidated financial statements as of and for the year ended March 31, 1996. The Unaudited Pro Forma Combined Financial Statements do not purport to present the financial position or the results of operations of ARVAL had the transaction assumed therein occurred on the dates indicated, not are they necessarily indicative of the results of operations which may be achieved in the future. 2 ARV ASSISTED LIVING AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED BALANCE SHEET JUNE 30, 1996
HISTORICAL OTHER PRO FORMA PRO FORMA ARVAL ACQUISITIONS (1) ADJUSTMENTS (6) ARVAL ----------------- ----------------- ----------------- --------------- ASSETS Cash $42,109,000 $90,000 ($341,000) (a) $41,858,000 Fees receivable from affiliates 908,000 - - 908,000 Accounts receivable, net - 1,185,000 - 1,185,000 Deferred project costs 1,162,000 - - 1,162,000 Investments in real estate 8,652,000 - - 8,652,000 Other assets 2,574,000 76,000 (22,000) (b) 2,628,000 ---------------- ----------------- ----------------- --------------- Total current assets 55,405,000 1,351,000 (363,000) 56,393,000 Restricted cash 5,366,000 - - 5,366,000 Property, furniture and equipment 65,833,000 3,080,000 861,000 (c) 69,774,000 Notes receivable from affiliates 277,000 - - 277,000 Deferred tax asset 2,044,000 (5,000) - 2,039,000 Other non-current assets 6,641,000 45,000 (1,881,000) (c) 5,180,000 375,000 (d) ---------------- ----------------- ----------------- --------------- Total non-current assets 80,161,000 3,120,000 (645,000) 82,636,000 ---------------- ----------------- ----------------- --------------- Total assets $135,566,000 $4,471,000 ($1,008,000) $139,029,000 ================ ================= ================= =============== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $5,369,000 638,000 - 6,007,000 Deferred revenue, current portion 46,000 7,000 - 53,000 Income tax payable 81,000 - 81,000 Amount due to Medicare 548,000 - 548,000 Notes payable, current portion 3,458,000 - - 3,458,000 Notes payable and other amounts due to affiliates 121,000 10,000 (22,000) (b) 109,000 ---------------- ----------------- ----------------- --------------- Total current liabilities 8,994,000 1,284,000 (22,000) 10,256,000 Deferred revenue 1,397,000 - - 1,397,000 Notes payable, less current portion 71,744,000 360,000 - 72,104,000 ---------------- ----------------- ----------------- --------------- Total non-current liabilities 73,141,000 360,000 - 73,501,000 Total liabilities 82,135,000 1,644,000 (22,000) 83,757,000 Minority interest 1,131,000 - 1,256,000 (c) 2,387,000 Shareholders' equity: Common stock 60,035,000 1,000 584,000 (e) 60,620,000 Accumulated equity (deficit) (7,735,000) 2,826,000 (2,617,000) (c) (7,735,000) (209,000) (e) ---------------- ----------------- ----------------- --------------- Total shareholders' equity 52,300,000 2,827,000 (2,242,000) 52,885,000 ---------------- ----------------- ----------------- --------------- Total liabilities and shareholders' equity $135,566,000 $4,471,000 ($1,008,000) $139,029,000 ================ ================= ================= =============== ARVP II Northgate Pro Forma Pro Forma Acquisition (2) Acquisition (3) Adjustments (7) Combined ---------------- ----------------- ----------------- --------------- ASSETS Cash $300,000 ($7,500,000) ($12,590,000) (a) $22,068,000 Fees receivable from affiliates - - - 908,000 Accounts receivable, net - - - 1,185,000 Deferred project costs - - - 1,162,000 Investments in real estate - - - 8,652,000 Other assets 1,194,000 - (46,000) (b) 3,776,000 ---------------- ----------------- ----------------- --------------- Total current assets 1,494,000 (7,500,000) (12,636,000) 37,751,000 Restricted cash - - - 5,366,000 Property, furniture and equipment 19,154,000 7,500,000 6,473,000 (c) 102,901,000 Notes receivable from affiliates - - - 277,000 Deferred tax asset - - - 2,039,000 Other non-current assets - - (150,000) (c) 5,030,000 ---------------- ----------------- ----------------- --------------- Total non-current assets 19,154,000 7,500,000 6,323,000 115,613,000 ---------------- ----------------- ----------------- --------------- Total assets $20,648,000 - ($6,313,000) $153,364,000 ================ ================= ================= =============== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities 946,000 - - 6,953,000 Deferred revenue, current portion 26,000 - - 79,000 Income tax payable - - - 81,000 Amount due to Medicare - - - 548,000 Notes payable, current portion - - - 3,458,000 Notes payable and other amounts due to affiliates 46,000 - (46,000) (b) 109,000 ---------------- ----------------- ----------------- --------------- Total current liabilities 1,018,000 - (46,000) 11,228,000 Deferred revenue - - 1,397,000 Notes payable, less current portion 6,892,000 - - 78,996,000 ---------------- ----------------- ----------------- --------------- Total non-current liabilities 6,892,000 - - 80,393,000 Total liabilities 7,910,000 - (46,000) 91,621,000 Minority interest - - 6,471,000 (c) 8,858,000 Shareholders' equity: Common stock - - - 60,620,000 Accumulated equity (deficit) 12,738,000 - (12,738,000) (c) (7,735,000) ---------------- ----------------- ----------------- --------------- Total shareholders' equity 12,738,000 - (12,738,000) 52,885,000 ---------------- ----------------- ----------------- --------------- Total liabilities and shareholders' equity $20,648,000 - ($6,313,000) $153,364,000 ================ ================= ================= ===============
See accompanying notes to unaudited pro forma combined financial statements. 3 ARV ASSISTED LIVING, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1996
HISTORICAL OTHER PRO FORMA PRO FORMA ARVAL ACQUISITIONS (1) ADJUSTMENTS (6) ARVAL --------------- ------------- --------------- --------------- Revenue: Assisted living facility revenues $13,446,000 $938,000 - $14,384,000 Therapy services revenue - 1,247,000 170,000 (f) 1,417,000 Management fees 612,000 - (16,000)(g) 596,000 Development fees 333,000 - - 333,000 Interest Income 817,000 - (69,000)(g) 748,000 Other income 137,000 5,000 - 142,000 --------------- ------------- --------------- --------------- Total revenue 15,345,000 2,190,000 85,000 17,620,000 Expenses Assisted living facility operating expenses 8,462,000 657,000 - 9,119,000 Assisted living facility lease expenses 2,747,000 - - 2,747,000 Therapy services operating expenses - 1,062,000 - 1,062,000 General and administrative 1,606,000 344,000 - 1,950,000 Depreciation and amortization 667,000 83,000 4,000 (h) 754,000 Discontinued project costs and accounts receivable written-off 61,000 - - 61,000 Interest 1,401,000 35,000 - 1,436,000 --------------- ------------- --------------- --------------- Total expenses 14,944,000 2,181,000 4,000 17,129,000 --------------- ------------- --------------- --------------- Income before minority interest and income tax expense 401,000 9,000 81,000 491,000 Income tax expense 150,000 3,000 21,000 (i) 174,000 --------------- ------------- --------------- --------------- Income before minority interest 251,000 6,000 60,000 317,000 Minority interest - - - - --------------- ------------- --------------- --------------- Net income (loss) $251,000 $6,000 $60,000 $317,000 =============== ============= =============== =============== Net income (loss) available for common shares $251,000 $317,000 =============== =============== Net income (loss) per common share $0.03 $0.04 =============== =============== Weighted average common shares outstanding 8,805,000 42,573 (j) 8,847,573 =============== =============== =============== ARVP II NORTHGATE PRO FORMA PRO FORMA ACQUISITION (2) ACQUISITION (3) ADJUSTMENTS (7) COMBINED --------------- ------------- --------------- --------------- Revenue: Assisted living facility revenues $4,391,000 $481,000 - $19,256,000 Therapy services revenue - - - 1,417,000 Management fees - - (164,000)(d) 432,000 Development fees - - - 333,000 Interest Income - - (157,000)(e) 497,000 (94,000)(e) Other income 15,000 - - 157,000 -------------- ------------ -------------- --------------- Total revenue 4,406,000 481,000 (415,000) 22,092,000 Expenses Assisted living facility operating expenses 3,373,000 318,000 - 12,810,000 Assisted living facility lease expenses - - - 2,747,000 Therapy services operating expenses - - - 1,062,000 General and administrative - - - 1,950,000 Depreciation and amortization 412,000 52,000 123,000 (f) 1,296,000 (45,000)(g) Discontinued project costs and accounts receivable written-off - - - 61,000 Interest 145,000 - - 1,581,000 -------------- ------------ -------------- --------------- Total expenses 3,930,000 370,000 78,000 21,507,000 -------------- ------------ -------------- --------------- Income before minority interest and income tax expense 476,000 111,000 (493,000) 585,000 Income tax expense 162,000 38,000 (168,000)(h) 206,000 -------------- ------------ -------------- --------------- Income before minority interest 314,000 73,000 (325,000) 379,000 Minority interest (153,000) - - (153,000) -------------- ------------ -------------- --------------- Net income (loss) $161,000 $73,000 ($325,000) $226,000 ============== ============ ============== =============== Net income (loss) available for common shares $226,000 =============== Net income (loss) per common share ($0.03) =============== Weighted average common shares outstanding 8,847,573 ===============
See accompanying notes to unaudited pro forma combined financial statements. 4 ARV ASSISTED LIVING AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 1996
HISTORICAL OTHER PRO FORMA PRO FORMA ARVAL ACQUISITIONS (1) ADJUSTMENTS (6) ARVAL ---------------- ------------------ ---------------- ---------------- REVENUES: Assisted living facility revenues $25,479,000 $3,615,000 - $29,094,000 Therapy services revenue - 4,766,000 680,000 (f) 5,446,000 Management fees 2,822,000 - (67,000)(g) 2,755,000 Development fees 1,500,000 - - 1,500,000 Interest income 1,070,000 - (327,000)(g) 743,000 Other income 2,192,000 58,000 - 2,250,000 ---------------- ------------------ ---------------- ---------------- Total revenue 33,063,000 8,439,000 286,000 41,788,000 EXPENSES Assisted living facility operating expenses 16,395,000 5,651,000 - 22,046,000 Assisted living facility lease expenses 6,644,000 - - 6,644,000 Therapy services operating expenses - 1,537,000 - 1,537,000 General and administrative 7,644,000 - - 7,644,000 Depreciation and amortization 1,031,000 328,000 16,000 (h) 1,375,000 Discontinued project costs and accounts receivable written-off 395,000 - - 395,000 Interest 1,544,000 86,000 - 1,630,000 ---------------- ------------------ ---------------- ---------------- Total expenses 33,653,000 7,602,000 16,000 41,271,000 Income (loss) before minority interest and ---------------- ------------------ ---------------- ---------------- income tax expense (590,000) 837,000 270,000 517,000 Income tax expense 375,000 308,000 92,000 (i) 775,000 ---------------- ------------------ ---------------- ---------------- Income (loss) before minority interest (965,000) 529,000 178,000 (258,000) Minority interest - - - - ---------------- ------------------ ---------------- ---------------- Net income (loss) (965,000) 529,000 178,000 (258,000) ================ ================== ================ ================ Preferred dividends declared $351,000 $351,000 ---------------- ---------------- Net loss available for common shares ($1,316,000) ($609,000) ================ ================ Net loss per common share ($0.21) ($0.10) ================ ================ Weighted average common shares outstanding 6,246,000 42,573 (j) 6,288,573 ================ ================ ================ ARVP II Northgate Pro Forma Pro Forma Acquisition (2) Acquisition (3) Adjustments (7) Combined ---------------- ------------------ ---------------- ---------------- REVENUES: Assisted living facility revenues $14,595,000 $1,792,000 - $45,481,000 Therapy services revenue - - - 5,446,000 Management fees - - (599,000)(d) 2,156,000 Development fees - - - 1,500,000 Interest income - - (630,000)(e) (262,000) (375,000)(e) Other income 174,000 - - 2,424,000 ---------------- ------------------ ---------------- ---------------- Total revenue 14,769,000 1,792,000 (1,604,000) 56,745,000 EXPENSES Assisted living facility operating expenses 10,474,000 1,268,000 - 33,788,000 Assisted living facility lease expenses - - - 6,644,000 Therapy services operating expenses - - - 1,537,000 General and administrative - - - 7,644,000 Depreciation and amortization 2,076,000 209,000 496,000 (f) 3,973,000 (183,000)(g) Discontinued project costs and accounts receivable written-off - - - 395,000 Interest 572,000 - - 2,202,000 ---------------- ------------------ ---------------- ---------------- Total expenses 13,122,000 1,477,000 313,000 56,183,000 Income (loss) before minority interest and ---------------- ------------------ ---------------- ---------------- income tax expense 1,647,000 315,000 (1,917,000) 562,000 Income tax expense 560,000 107,000 (652,000)(h) 790,000 ---------------- ------------------ ---------------- ---------------- Income (loss) before minority interest 1,087,000 208,000 (1,265,000) (228,000) Minority interest (529,000) - - (529,000) ---------------- ------------------ ---------------- ---------------- Net income (loss) 558,000 208,000 (1,265,000) (757,000) ================ ================== ================ ================ Preferred dividends declared $351,000 ---------------- Net loss available for common shares ($1,108,000) ================ Net loss per common share ($0.18) ================ Weighted average common shares outstanding 6,288,573 ================
See accompanying notes to unaudited pro forma combined financial statements. 5 ARV ASSISTED LIVING, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (1) Since March 31, 1996, the Company has acquired Nature Trail Retirement Community ("Amber Wood"), a 187 unit retirement and assisted living facility, the majority interest in Villa San Gabriel Limited Partnership, which operates San Gabriel Retirement Villa ("Villa Colima"), and SynCare, Inc. and subsidiaries, a diversified health services provider. The depreciation charge included in the accompanying unaudited pro forma combined statements of operations represents the increased depreciation and amortization expense associated with the aforementioned acquisitions. (2) On May 16, 1996, the Company tendered for the limited partnership units in ARVP II, at a net cash price per unit of $720. As of June 30, 1996, the Company had paid approximately $71,000 of the acquisition-related costs. In July 1996, the Company paid $11.1 million for the 15,518 units tendered with cash on hand to acquire these limited partnership units inclusive of other acquisition-related costs. Therefore, when added to previously acquired units, the Company owned approximately 15,628 units or approximately 44.6% of the limited partnership units. On July 26, 1996, the Company filed a second tender offer to purchase up to 3,715 limited partnership units of ARVP II at a net cash price per unit of $720, less second quarter distributions. The offer closed on August 23, 1996 and approximately 2,148 unitholders tendered their units representing approximately 6.2% of all units for a total costs to the Company of approximately $1.5 million. When added to the previously acquired units, the Company now owns 17,776 units or approximately 50.8% of the limited partnership units of ARVP II. (3) On August 29, 1996, the Company acquired Northgate Park ("Northgate), a 126 unit independent living facility located in the city of Cincinnati, Hamilton County, Ohio. The purchase price of $7.5 million was paid for with cash on hand. The depreciation charge included in the accompanying unaudited pro forma combined statements of operations represents the new depreciation expense associated with the aforementioned acquisition. (4) The Unaudited Pro Forma Combined Balance Sheet at June 30, 1996 presents the historical balance sheet of the Company as of June 30, 1996, the pro forma balance sheet of the Company as if the acquisitions described in note (1) above had been completed as of June 30, 1996, and the pro forma balance sheet of the Company after giving effect to the acquisitions described in notes (2) and (3) above as if the events had also occurred on June 30, 1996. (5) The Unaudited Pro Forma Combined Statement of Operations for the year ended March 31, 1996 and the three months ended June 30, 1996 present the historical operations of the Company, the pro forma operations of the Company as if the acquisitions described in note (1) above had occurred at the beginning of each period, and the pro forma combined operations of the Company as if the acquisitions described in notes (2) and (3) had occurred at the beginning of each period. 1 6 (6) Pro forma adjustments related to acquisitions described in note (1) above are as follows: a) To reflect the use of cash for the purchase of the limited partnership interests described in note (1) above b) To eliminate amounts owed to/from entities acquired c) To record the assets and liabilities acquired in connection with the purchase of the majority partnership interest at fair value, minority interest and the elimination of the investment and partners' equity in the limited partnerships referenced in note (1) above d) To record the goodwill in connection with the purchase of SynCare, Inc. and subsidiaries e) To record the stock issued in connection with the purchase and the elimination of accumulated shareholders' equity in consolidation of the entities f) To reflect the additional revenue related to additional cost reimbursement for entities acquired g) To eliminate management fees and interest income from entities acquired h) To reflect the new depreciation and amortization expense associated with the acquisitions i) To reflect the pro forma change in income tax expense (benefit) j) To reflect additional shares issued in conjunction with the acquisition, net of the shares subject to a three year earn-out agreement. (7) Pro forma adjustments for the acquisition described in notes (2) and (3) above are as follows: a) To reflect the use of cash subsequent to June 30, 1996 for the purchase of the additional partnership interests in ARVP II to increase the Company's limited partnership ownership interest to 50.8% b) To eliminate amounts owed to/from entities acquired c) To record the assets and liabilities acquired in connection with the purchase of the majority partnership interest at fair value, minority interest and the elimination of the investment and partners' equity in ARVP II d) To reflect the decrease in property management and partnership administration fees received by the Company e) To reflect the decrease in interest income due to cash used to fund the acquisitions mentioned in notes (2) and (3) above f) To reflect the new depreciation expense associated with the acquisitions mentioned in notes (2) and (3) above g) To reflect the change in the estimated useful lives of ARVP II's buildings in conjunction with the acquisition mentioned in note (2) above h) To reflect the pro forma change in income tax expense (benefit) 1 -----END PRIVACY-ENHANCED MESSAGE-----