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Assisted Living Concepts, Inc. Reports Increased Revenues and Margins for its Third Quarter Along With an Agreement to Acquire Operations of 541 Leased Units

Asset Purchase Agreement

Assisted Living Concepts, Inc. Reports Increased Revenues and Margins for its Third Quarter Along
With an Agreement to Acquire Operations of 541 Leased Units | Document Parties: ASSISTED LIVING CONCEPTS INC You are currently viewing:
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ASSISTED LIVING CONCEPTS INC

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Title: Assisted Living Concepts, Inc. Reports Increased Revenues and Margins for its Third Quarter Along With an Agreement to Acquire Operations of 541 Leased Units
Date: 11/13/2007
Industry: Healthcare Facilities     Sector: Healthcare

Assisted Living Concepts, Inc. Reports Increased Revenues and Margins for its Third Quarter Along
With an Agreement to Acquire Operations of 541 Leased Units, Parties: assisted living concepts inc
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Assisted Living Concepts, Inc. Reports Increased Revenues and Margins for its Third Quarter Along
With an Agreement to Acquire Operations of 541 Leased Units.
MILWAUKEE, WISCONSIN November 12, 2007
Highlights:
    Entered into an asset purchase agreement to acquire operations of 541 leased units in southeastern United States — expected to add $2.2 million annually to EBITDA
 
    Third quarter revenues up from second quarter 2007 and pro forma third quarter 2006
 
    Private pay census up 249 units or 4.9% over the pro forma third quarter of 2006
 
    Planned Medicaid census reductions were 223 units from the second quarter of 2007
 
    Improved adjusted EBITDAR margins from second quarter of 2007 from 27.1% to 28.0%
Assisted Living Concepts, Inc. (“ALC”) (NYSE:ALC) reported net income of $4.2 million in the 2007 third quarter as compared to net income and net income from continuing operations of $0.3 million and $0.5 million, respectively, in the 2006 third quarter and net income and net income from continuing operations before one-time charges of $3.5 million and $3.7 million, respectively, in the 2006 third quarter.
ALC reported net income of $13.1 million in the first three quarters of 2007 as compared to net income and net income from continuing operations of $4.4 million and $5.9 million, respectively, in the first three quarters of 2006 and net income and net income from continuing operations before one-time charges in the first three quarters of 2006 of $9.9 million and $11.4 million, respectively.
In 2006, one-time charges included transaction fees of $1.2 million and $3.5 million (net of income tax benefits of $0.2 million in both periods) for the quarter and three quarters ended September 30, 2006, respectively, and a non-cash charge of $1.9 million (net of an income tax benefit of $1.2 million) in both the quarter and three quarters ended September 30, 2006. Transaction fees in 2006 related to legal, audit and other professional fees associated with the separation of ALC from Extendicare Inc., now known as Extendicare Real Estate Investment Trust (TSX:EXE.UN), on November 10, 2006. The other 2006 non-cash charge related to the write-down of an impaired property identified prior to the separation.
“During the third quarter of 2007 we were encouraged by a record number of private pay move-ins and the continued increase in revenues from private pay residents. However, due to a record number of move outs in the same period, we did not achieve the net private pay growth we expected, “commented Laurie Bebo, President and Chief Executive Officer of Assisted Living Concepts, Inc. “We believe the unusually high number of move outs in the quarter are a result of the exit of private pay residents who originally moved in with the intention of rolling over into the Medicaid program. Without the option of rolling into Medicaid programs, residents with limited funds have opted to reserve accommodations with operators willing to accept Medicaid reimbursement. In the third quarter of 2007, revenues from private pay residents as a percent of overall revenues increased to 86.2% from 84.4% in the quarter ended June 30, 2007.”
Diluted earnings per common share for the third quarter and first three quarters ended September 30, 2007 and 2006 were as follows:
                                 
    Quarter ended   First Three Quarters
    September 30,   ended September 30,
    2007   2006   2007   2006
Diluted earnings per common share from continuing operations
  $ 0.06     $ 0.01     $ 0.19     $ 0.08  
Diluted earnings per common share
  $ 0.06     $ 0.01     $ 0.19     $ 0.06  
Pro forma diluted earnings per common share excluding one-time charges*
  $ 0.06     $ 0.05     $ 0.19     $ 0.16  
 
*   Includes pro forma adjustments for 2006. See attached tables for 2006 pro forma and non-GAAP reconciliations and calculations of weighted average basic and diluted shares.

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Prior to November 10, 2006, ALC was a wholly owned subsidiary of Extendicare. The financial results reported until that time reflect the consolidated historical financial statements of the assisted living operations of Extendicare in the United States.
Certain pro forma adjustments in the quarter and three quarters ended September 30, 2006 are necessary to reflect the ongoing operations of ALC following the November 10, 2006 separation of ALC from Extendicare. These adjustments remove data related to assets and liabilities that were not transferred to ALC in connection with the separation, including: (i) three assisted living facilities (168 units) that were closed in the third quarter of 2006 and (ii) two free-standing assisted living facilities (141 units) and another 129 assisted living units contained in skilled nursing facilities that were retained by Extendicare.
Pro forma income statement information for the quarter and three quarters ended September 30, 2006 are included for informational purposes and do not purport to reflect the results of operations of ALC that would have occurred had ALC operated as a separate independent company in that period. The pro forma financial statements do not reflect the additional cost of being a publicly listed company nor do they remove any interest expense related to the capital structure prior to the separation.
Certain non-GAAP financial measures are used in the discussions below in evaluating the performance of the business. See attached tables for definitions of adjusted EBITDA and adjusted EBITDAR, reconciliations of net income to adjusted EBITDA and adjusted EBITDAR, calculations of adjusted EBITDA and adjusted EBITDAR as a percentage of total revenues, and pro forma and non-GAAP reconciliation information.
As of September 30, 2007, ALC operated 208 assisted living residences representing 8,535 units.
Quarters ended September 30, 2007, June 30, 2007, September 30, 2006 and pro forma September 30, 2006
Revenues of $57.9 million in the third quarter ended September 30, 2007,
  increased $0.5 million or 0.8% from $57.4 million in the second quarter ended June 30, 2007,
  decreased $0.9 million or 1.6% from $58.8 million in the third quarter ended September 30, 2006,and
  increased $0.4 million or 0.6% from $57.5 million in the pro forma third quarter ended September 30, 2006.
Adjusted EBITDA for the third quarter of 2007 was $12.6 million, 21.8% of revenues and
  increased $0.5 million or 4.3% from $12.1 million and 21.1% of revenues in the second quarter of 2007,
  decreased $0.3 million or 2.0% from $12.9 million and 21.9% of revenues in the third quarter of 2006, and
  equaled in dollars and decreased from 22.0% of revenues from the pro forma third quarter of 2006.
Adjusted EBITDAR for the third quarter of 2007 was $16.2 million, 28.0% of revenues and
  increased $0.6 million or 4.2% from $15.6 million and 27.1% of revenues in the second quarter of 2007,
  decreased $0.2 million or 1.4% from $16.4 million and equaled the percent of revenues in the third quarter of 2006, and
  equaled in dollars and decreased from 28.2% of revenues from the pro forma third quarter of 2006.
Pro forma adjustments to the third quarter of 2006 remove the revenue, adjusted EBITDA, and adjusted EBITDAR associated with properties retained by Extendicare ($1.3 million, $0.2 million and $0.2 million, respectively). No pro forma adjustments were necessary in the 2007 financial information.
Third quarter ended September 30, 2007 compared to the second quarter ended June 30, 2007
Revenues in the third quarter of 2007 increased from the second quarter of 2007 primarily due to an increase in units occupied by private pay residents ($0.6 million), an additional day in the third quarter 2007 reporting period (92 days in the quarter ended September 30, 2007 vs. 91 in the quarter ended June 30, 2007) ($0.6 million), and higher average daily revenue as a result of rate increases ($0.5 million), partially offset by the planned reduction in the number of units occupied by Medicaid residents ($1.0 million ) and a reduction in other revenue from the prior tenant of ALC’s corporate office ($0.2 million.)

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Increased adjusted EBITDA and adjusted EBITDAR resulted primarily from higher revenues in the third quarter of 2007 as compared to the second quarter of 2007 as discussed above ($0.5 million) and a decrease in general and administrative expense ($0.8 million), partially offset by an increase in residence operations expenses ($0.7 million) and, for adjusted EBITDA, an increase in residence lease expense ($0.1 million). Decreased general and administrative expenses were primarily due to ALC’s annual conference which took place in the second quarter and a reduction in public company expenses based on the timing of costs associated with the annual report. Increased residence operations expense were primarily attributable to the additional day in the third quarter 2007 reporting period.
Third quarter ended September 30, 2007 compared to the third quarter ended September 30, 2006
Revenues in the quarter ended September 30, 2007 decreased primarily due to a decrease of 767 units occupied by Medicaid residents ($4.7 million), decreases in revenues associated with the properties retained by Extendicare (270 units) that were included only in the 2006 period ($1.3 million), and the elimination of revenues associated with the amortization of below market leases from Extendicare’s 2005 acquisition of ALC which ended in January 2007 ($0.3 million), partially offset by higher average daily revenue as a result of an increase of 249 units occupied by private pay residents ($2.0 million), private pay rate increases ($3.0 million), and Medicaid rate increases ($0.4 million).
Adjusted EBITDA and adjusted EBITDAR decreased in the third quarter of 2007 primarily due to decreased revenues discussed above ($0.9 million), an increase in general and administrative expense items ($0.1 million), and, for adjusted EBITDA, an increase in rental expense ($0.1 million), partially offset by a reduction in residence operations expenses ($0.8 million). Residence operations expense decreased primarily as a result of the elimination of expenses associated with properties retained by Extendicare and reduced census, partially offset by inflationary factors.
Third quarter ended September 30, 2007 compared to the pro forma third quarter ended September 30, 2006
Revenue increases in the quarter ended September 30, 2007 were for the reasons discussed above in the comparison of the third quarter ended September 30, 2007 to the third quarter ended September 30, 2006 and because of the pro forma adjustment to revenues of $1.3 million associated with properties retained by Extendicare.
Adjusted EBITDA and adjusted EBITDAR decreased for the reasons discussed above in the comparison of the third quarter ended September 30, 2007 to the third quarter ended September 30, 2006, offset by the pro forma adjustment to both adjusted EBITDA and adjusted EBITDAR of $0.2 million associated with properties retained by Extendicare.
Three Quarters ended September 30, 2007, September 30, 2006 and pro forma September 30, 2006
Revenues in the three quarters ended September 30, 2007 of $172.8 million,
  increased $0.3 million or 0.1% from $172.6 in the three quarters ended September 30, 2006 and
  increased $4.3 million or 2.5% from $168.6 million in the pro forma three quarters of 2006.
Adjusted EBITDA for the three quarters of 2007 was $37.8 million, 21.9% of revenues and
  decreased $1.4 million or 3.6% from $39.2 million and 22.7% of revenues in the three quarters of 2006, and
  decreased $0.7 million or 1.7% from $38.5 million and 22.8% of revenue in the pro forma three quarters of 2006.
Adjusted EBITDAR for the three quarters of 2007 was $48.5 million, 28.1% of revenues and
  decreased $1.3 million or 2.5% from $49.8 million and 28.9% of revenues in the three quarters of 2006, and
  decreased $0.5 million or 1.0% from $49.0 million and 29.1% of revenues in the pro forma three quarters of 2006.
Pro forma adjustments to the three quarters of 2006 remove the revenue, adjusted EBITDA, and adjusted EBITDAR associated with properties retained by Extendicare ($4.0 million, $0.7 million and $0.7 million, respectively). No pro forma adjustments were necessary in the 2007 financial information.
Three quarters ended September 30, 2007 compared to the three quarters ended September 30, 2006
Increased revenues in the first three quarters of 2007 resulted primarily from higher average daily revenue as a result of an increase of units occupied by private pay residents ($7.2 million), private pay rate increases ($6.2 million), Medicaid rate

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increases ($1.1 million), and revenue from the prior tenant of ALC’s corporate office ($0.4 million), partially offset by a decrease in the number of units occupied by Medicaid residents ($9.6 million), decreases in revenues associated with properties retained by Extendicare (270 units) that were included only in the 2006 period ($4.0 million), and from the elimination of non-recurring revenues associated with the amortization of below market leases from Extendicare’s 2005 acquisition of ALC which ended in January 2007 ($1.0 million).
Adjusted EBITDA and adjusted EBITDAR decreased primarily from increased general and administrative expense ($2.0 million) and, for adjusted EBITDA only, rental expense ($0.2 million), partially offset by decreased residence operations expenses ($0.5 million) and the growth in revenues discussed above ($0.3 million). Increased general and administrative expenses were primarily associated with additional expenses from being a public company in 2007. Decreased residence operations expenses resulted from the inclusion of properties retained by Extendicare in the 2006 residence operations expense, partially offset by additional insurance expense and expenses associated with new marketing materials.
Three quarters ended September 30, 2007 compared to the pro forma three quarters ended September 30, 2006
Revenues increased in the three quarters ended September 30, 2007 for the reasons discussed above in the comparison of the three quarters ended September 30, 2007 to the three quarters ended September 30, 2006 and the pro forma adjustment to revenues of $4.0 million associated with properties retained by Extendicare.
Adjusted EBITDA and adjusted EBITDAR decreased for the reasons discussed above in the comparison of the three quarters ended September 30, 2007 to the three quarters ended September 30, 2006 and because of the pro forma adjustments to both adjusted EBITDA and adjusted EBITDAR of $0.7 million associated with properties retained by Extendicare.
Share buyback program
On December 14, 2006, ALC announced a share buyback program enabling ALC to repurchase up to $20 million of its Class A common stock. On August 20, 2007, ALC announced that its Board of Directors authorized an increase of its Class A common stock repurchase program by an additional $20 million. In the third quarter of 2007, ALC purchased a total of 2.8 million shares of Class A common stock at a total cost of $24.9 and an average price of $9.03 per share. For the first three quarters of 2007, ALC repurchased a total of 3.0 million shares of Class A common stock at a total cost of $27.7 and an average price of $9.17 per share.
Acquisitions
As of November 9, 2007, ALC entered into an asset purchase agreement to acquire the operations of eight assisted living residences consisting of a total of 541 leased units for a purchase price of $14.4 million. The units, located in the southeast United States, are currently 92% occupied with all private pay residents and are expected to generate post acquisition annual revenue, EBITDAR and EBITDA of $18.0 million, $7.1 million and $2.2 million, respectively. The lease has an initial term expiring in March 2015 with three five-year renewal options. Completion of the transaction is subject to customary closing conditions.
Expansion Pl

 
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