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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 24, 2006
(March 14, 2006)
AMERICAN RETIREMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Tennessee 01-13031 62-1674303
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
(615) 221-2250
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant.
Explanatory note: The Registrant filed a Current Report on Form 8-K dated March
20, 2006 to report the decision of the Audit Committee of the Company's Board of
Directors to dismiss and replace the Company's independent auditor. This
amendment is being filed to include the attached Exhibit 16.1 and to update the
information as of the date hereof.
(a) Dismissal of Independent Registered Public Accounting Firm.
On March 14, 2006, the Audit Committee of the Board of Directors of American
Retirement Corporation (the "Company") dismissed KPMG LLP ("KPMG") as the
Company's principal accountants.
The audit reports of KPMG on the consolidated financial statements of the
Company as of and for the years ended December 31, 2005 and December 31, 2004,
did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except as follows:
KPMG's report on the consolidated financial statements of the Company as
of and for the year ended December 31, 2004 contained separate paragraphs
stating that "as discussed in Note 2 to the consolidated financial
statements, the Company has restated its financial statements as of
December 31, 2004 and 2003, and for each of the years in the three-year
period ended December 31, 2004" and "as discussed in Note 1 to the
consolidated financial statements, effective January 1, 2004, the Company
changed its method of accounting for variable interest entities in
accordance with Financial Accounting Standards Board Interpretation No.
46(R), "Consolidation of Variable Interest Entities."
The audit report of KPMG on management's assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2005 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
The audit report of KPMG on management's assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2004 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles, except that KPMG's report
indicates that the Company did not maintain effective internal control over
financial reporting as of December 31, 2004 because of the effect of a material
weakness on the achievement of the objectives of the control criteria and
contains explanatory paragraphs that state:
"The Company did not maintain adequate policies, procedures and personnel
related to its interim and annual financial reporting processes.
Specifically, the Company's policies and procedures related to its
financial reporting processes did not provide for effective management
research and review by adequately qualified personnel of interim and
annual financial statement classifications prior to issuance of the
related financial statements. In addition, the Company lacked adequate
personnel resources possessing sufficient expertise to effectively perform
a review of interim and annual financial information prior to issuance.
2
The Company did not maintain adequate policies and procedures to ensure
accounting and reporting of certain leasing transactions in accordance
with US generally accepted accounting principles. Specifically, the
Company's policies and procedures did not provide for the proper
application of US generally accepted accounting principles for certain
lease agreements that provide for variable lease payments over the terms
of such lease agreements."
As a result of the aforementioned material weaknesses in internal control over
financial reporting as of December 31, 2004, the Company failed to properly
reflect certain transactions which resulted in the restatement of the Company's
previously issued consolidated financial statements as of December 31, 2004 and
2003, and for each of the years in the three-year period ended December 31,
2004, and the unaudited financial information for each of the quarterly periods
in 2004 and 2003.
In connection with the audits of the two fiscal years ended December 31, 2005,
and the subsequent interim period through March 14, 2006, there were no: (1)
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference thereto in its reports on the Company's financial
statements for such years, or (2) reportable events, except that KPMG advised
the Company of the material weaknesses described above.
The Company previously reported on its Form 8-K filed March 20, 2006 that during
the two fiscal years ended December 31, 2005, and the subsequent interim period
through March 14, 2006, there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K), except for the material weaknesses discussed
above, which is further described as follows:
On June 8, 2005, the Company reported that the management of the Company
and the Audit Committee of its Board of Directors determined that the
Company would restate its previously issued consolidated financial
statements for the fiscal years ended December 31, 2004, 2003 and 2002 and
for the quarterly periods for the fiscal years ended December 31, 2004 and
2003, and that those previously issued financial statements should no
longer be relied upon. Subsequently, on June 10, 2005, the Company filed
certain amended and restated financial information on Form 10-K/A for
these periods. These restatements reclassified certain entrance fee refund
obligations from long-term liabilities, in accordance with long-standing
industry understanding and practice, to current liabilities in accordance
with SFAS No. 78, Classification of Obligations That Are Callable by the
Creditor, since certain residency and care agreements at the Company's
entry fee communities may be terminated by residents upon thirty days
notice, and many of these agreements require that a portion of the
original entrance fee be refunded within a specified number of days (less
than one year) after the agreement is terminated. After consultation with
KPMG LLP and the staff of the Securities and Exchange Commission, the
Company concluded that a restatement of its balance sheet classification
of certain entrance fee refund liabilities from long-term liabilities to
current liabilities was necessary. In connection with the reclassification
of certain entrance fee liabilities, the Company also reclassified: (1)
certain tenant deposits from long-term liabilities to current liabilities;
(2) gain (loss) on sale of assets to operating income or loss (from other
income or expense); and (3) certain entrance fee, accrued interest and
other items on the statement of cash flows. Finally, the Company adjusted
its straight-line lease accounting for certain leases, which decreased
lease expense in 2004, 2003 and 2002 by $1.2 million, $1.2 million, and
$0.4 million, respectively, and the related deferred tax impact. The
Company's Audit Committee discussed the restatement with KPMG and the
Audit Committee has authorized KPMG to fully respond to the inquiries of
the Company's successor principal accountants concerning the subject
matter thereof.
3
The Company has provided KPMG with a copy of the foregoing disclosure and has
requested that KPMG furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not KPMG agrees with the
above statements and, if not, stating the respects in which KPMG does not agree.
A copy of the letter from KPMG LLP is attached as Exhibit 16.1 to this Form
8-K/A.
(b) Engagement of New Independent Registered Public Accounting Firm.
The Audit Committee of the Board of Directors of the Company has selected
Deloitte & Touche LLP ("Deloitte") as the Company's new independent registered
public accounting firm; however, the engagement of Deloitte is subject to
completion of Deloitte's customary client acceptance procedures. During the
fiscal years ended December 31, 2005 and December 31, 2004, and through the date
hereof, the Company has not consulted with Deloitte with respect to any of the
matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.
4
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
16.1 Letter of KPMG LLP
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SIGNATURES
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, hereunto duly authorized.
AMERICAN RETIREMENT CORPORATION
By: /s/ Bryan D. Richardson
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Bryan D. Richardson
Executive Vice President - Finance and
Chief Financial Officer
Date: March 24, 2006
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter of KPMG LLP
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